TERMS AND CONDITIONS

Last updated March 18, 2024

AGREEMENT TO OUR LEGAL TERMS

We are The Advizor Group, LLC, doing business as ITHENA ("Company," "we," "us," "our"), a

company registered in Virginia, United States at 4470 Cox Rd, #275, Richmond, VA 23060.

We operate the website https://www.isec.ai (the "Site"), the mobile application iSec (the "App"),

as well as any other related products and services that refer or link to these legal terms

(the "Legal Terms") (collectively, the "Services").

You can contact us by email at admin@ithena.ai or by mail to 4470 Cox Rd,

#275, Richmond, VA 23060, United States.

These Legal Terms constitute a legally binding agreement made between you, whether

personally or on behalf of an entity ("you"), and The Advizor Group, LLC, concerning your

access to and use of the Services. You agree that by accessing the Services, you have read,

understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE

WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM

USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time

to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole

discretion, to make changes or modifications to these Legal Terms at any time and for any

reason. We will alert you about any changes by updating the "Last updated" date of these Legal

Terms, and you waive any right to receive specific notice of each such change. It is your

responsibility to periodically review these Legal Terms to stay informed of updates. You will be

subject to, and will be deemed to have been made aware of and to have accepted, the changes

in any revised Legal Terms by your continued use of the Services after the date such revised

Legal Terms are posted.

The Services are intended for users who are at least 13 years of age. All users who are minors

in the jurisdiction in which they reside (generally under the age of 18) must have the permission

of, and be directly supervised by, their parent or guardian to use the Services. If you are a

minor, you must have your parent or guardian read and agree to these Legal Terms prior to you

using the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

1. OUR SERVICES

2. INTELLECTUAL PROPERTY RIGHTS

3. USER REPRESENTATIONS

4. USER REGISTRATION

5. PURCHASES AND PAYMENT

6. POLICY

7. PROHIBITED ACTIVITIES

8. USER GENERATED CONTRIBUTIONS

9. CONTRIBUTION LICENSE

10. MOBILE APPLICATION LICENSE

11. SOCIAL MEDIA

12. SERVICES MANAGEMENT

13. PRIVACY POLICY

14. TERM AND TERMINATION

15. MODIFICATIONS AND INTERRUPTIONS

16. GOVERNING LAW

17. DISPUTE RESOLUTION

18. CORRECTIONS

19. DISCLAIMER

20. LIMITATIONS OF LIABILITY

21. INDEMNIFICATION

22. USER DATA

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

24. CALIFORNIA USERS AND RESIDENTS

25. MISCELLANEOUS

26. CONTACT US

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use

by any person or entity in any jurisdiction or country where such distribution or use would be

contrary to law or regulation or which would subject us to any registration requirement within

such jurisdiction or country. Accordingly, those persons who choose to access the Services

from other locations do so on their own initiative and are solely responsible for compliance

with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance

Portability and Accountability Act (HIPAA), Federal Information Security Management Act

(FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the

Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley

Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all

source code, databases, functionality, software, website designs, audio, video, text,

photographs, and graphics in the Services (collectively, the "Content"), as well as the

trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other

intellectual property rights and unfair competition laws) and treaties in the United States and

around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-

commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED

ACTIVITIES" section below, we grant you a non-exclusive, non-transferable,

revocable license to:

▪ access the Services; and

▪ download or print a copy of any portion of the Content to which you have properly

gained access.

solely for your personal, non-commercial use or internal business purposes.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no

Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted,

publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise

exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this

section or elsewhere in our Legal Terms, please address your request to: admin@ithena.ai. If

we ever grant you the permission to post, reproduce, or publicly display any part of our Services

or Content, you must identify us as the owners or licensors of the Services, Content, or Marks

and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing,

or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal

Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using

our Services to understand the (a) rights you give us and (b) obligations you have when you

post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or

other information about the Services ("Submissions"), you agree to assign to us all

intellectual property rights in such Submission. You agree that we shall own this Submission

and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial

or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any

part of the Services you:

▪ confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will

not post, send, publish, upload, or transmit through the Services any

Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying,

abusive, discriminatory, threatening to any person or group, sexually explicit, false,

inaccurate, deceitful, or misleading;

▪ to the extent permissible by applicable law, waive any and all moral rights to any

such Submission.

▪ warrant that any such Submission are original to you or that you have the necessary

rights and licenses to submit such Submissions and that you have full authority to

grant us the above-mentioned rights in relation to your Submissions; and

▪ warrant and represent that your Submissions do not constitute confidential

information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any

and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s

intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit

will be true, accurate, current, and complete; (2) you will maintain the accuracy of such

information and promptly update such registration information as necessary; (3) you have the

legal capacity and you agree to comply with these Legal Terms; (4) you are not under the age of

13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have

received parental permission to use the Services; (6) you will not access the Services through

automated or non-human means, whether through a bot, script or otherwise; (7) you will not use

the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not

violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the

right to suspend or terminate your account and refuse any and all current or future use of the

Services (or any portion thereof).

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password

confidential and will be responsible for all use of your account and password. We reserve the

right to remove, reclaim, or change a username you select if we determine, in our sole

discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:

- Visa

- American Express

- Mastercard

- Discover

- PayPal

You agree to provide current, complete, and accurate purchase and account information for all

purchases made via the Services. You further agree to promptly update account and payment

information, including email address, payment method, and payment card expiration date, so

that we can complete your transactions and contact you as needed. Sales tax will be added to

the price of purchases as deemed required by us. We may change prices at any time. All

payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable

shipping fees, and you authorize us to charge your chosen payment provider for any such

amounts upon placing your order. We reserve the right to correct any errors or mistakes in

pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole

discretion, limit or cancel quantities purchased per person, per household, or per order. These

restrictions may include orders placed by or under the same customer account, the same

payment method, and/or orders that use the same billing or shipping address. We reserve the

right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers,

resellers, or distributors.

6. POLICY

All sales are final and no refund will be issued.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the

Services available. The Services may not be used in connection with any

commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

▪ Systematically retrieve data or other content from the Services to create or compile,

directly or indirectly, a collection, compilation, database, or directory without written

permission from us.

▪ Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive

account information such as user passwords.

▪ Circumvent, disable, or otherwise interfere with security-related features of the Services,

including features that prevent or restrict the use or copying of any Content or enforce

limitations on the use of the Services and/or the Content contained therein.

▪ Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

▪ Use any information obtained from the Services in order to harass, abuse, or harm another

person.

▪ Make improper use of our support services or submit false reports of abuse or misconduct.

▪ Use the Services in a manner inconsistent with any applicable laws or regulations.

▪ Engage in unauthorized framing of or linking to the Services.

▪ Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other

material, including excessive use of capital letters and spamming (continuous posting of

repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the

Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions,

operation, or maintenance of the Services.

▪ Engage in any automated use of the system, such as using scripts to send comments or

messages, or using any data mining, robots, or similar data gathering and extraction tools.

▪ Delete the copyright or other proprietary rights notice from any Content.

▪ Attempt to impersonate another user or person or use the username of another user.

▪ Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or

active information collection or transmission mechanism, including without limitation, clear

graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices

(sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

▪ Interfere with, disrupt, or create an undue burden on the Services or the networks or services

connected to the Services.

▪ Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing

any portion of the Services to you.

▪ Attempt to bypass any measures of the Services designed to prevent or restrict access to the

Services, or any portion of the Services.

▪ Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML,

JavaScript, or other code.

▪ Except as permitted by applicable law, decipher, decompile, disassemble, or reverse

engineer any of the software comprising or in any way making up a part of the Services.

▪ Except as may be the result of standard search engine or Internet browser usage, use,

launch, develop, or distribute any automated system, including without limitation, any spider,

robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch

any unauthorized script or other software.

▪ Use a buying agent or purchasing agent to make purchases on the Services.

▪ Make any unauthorized use of the Services, including collecting usernames and/or email

addresses of users by electronic or other means for the purpose of sending unsolicited

email, or creating user accounts by automated means or under false pretenses.

▪ Use the Services as part of any effort to compete with us or otherwise use the Services

and/or the Content for any revenue-generating endeavor or commercial enterprise.

8. USER GENERATED CONTRIBUTIONS

The Services does not offer users to submit or post content. We may provide you with the

opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast

content and materials to us or on the Services, including but not limited to text, writings, video,

audio, photographs, graphics, comments, suggestions, or personal information or other material

(collectively, "Contributions"). Contributions may be viewable by other users of the Services and

through third-party websites. When you create or make available any Contributions, you thereby

represent and warrant that:

▪ The creation, distribution, transmission, public display, or performance, and the accessing,

downloading, or copying of your Contributions do not and will not infringe the proprietary

rights, including but not limited to the copyright, patent, trademark, trade secret, or moral

rights of any third party.

▪ You are the creator and owner of or have the necessary licenses, rights, consents, releases,

and permissions to use and to authorize us, the Services, and other users of the Services to

use your Contributions in any manner contemplated by the Services and these Legal Terms.

▪ You have the written consent, release, and/or permission of each and every identifiable

individual person in your Contributions to use the name or likeness of each and every such

identifiable individual person to enable inclusion and use of your Contributions in any manner

contemplated by the Services and these Legal Terms.

▪ Your Contributions are not false, inaccurate, or misleading.

▪ Your Contributions are not unsolicited or unauthorized advertising, promotional materials,

pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

▪ Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,

slanderous, or otherwise objectionable (as determined by us).

▪ Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

▪ Your Contributions are not used to harass or threaten (in the legal sense of those terms) any

other person and to promote violence against a specific person or class of people.

▪ Your Contributions do not violate any applicable law, regulation, or rule.

▪ Your Contributions do not violate the privacy or publicity rights of any third party.

▪ Your Contributions do not violate any applicable law concerning child pornography, or

otherwise intended to protect the health or well-being of minors.

▪ Your Contributions do not include any offensive comments that are connected to race,

national origin, gender, sexual preference, or physical handicap.

▪ Your Contributions do not otherwise violate, or link to material that violates, any provision of

these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result

in, among other things, termination or suspension of your rights to use the Services.

9. CONTRIBUTION LICENSE

You and Services agree that we may access, store, process, and use any information and

personal data that you provide and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use

and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your

Contributions and any intellectual property rights or other proprietary rights associated with your

Contributions. We are not liable for any statements or representations in your Contributions

provided by you in any area on the Services. You are solely responsible for your Contributions

to the Services and you expressly agree to exonerate us from any and all responsibility and to

refrain from any legal action against us regarding your Contributions.

10. MOBILE APPLICATION LICENSE

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-

transferable, limited right to install and use the App on wireless electronic devices owned or

controlled by you, and to access and use the App on such devices strictly in accordance with

the terms and conditions of this mobile application license contained in these Legal Terms. You

shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble,

attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation,

improvement, enhancement, translation, or derivative work from the App; (3) violate any

applicable laws, rules, or regulations in connection with your access or use of the App; (4)

remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)

posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor,

commercial enterprise, or other purpose for which it is not designed or intended; (6) make the

App available over a network or other environment permitting access or use by multiple devices

or users at the same time; (7) use the App for creating a product, service, or software that is,

directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to

send automated queries to any website or to send any unsolicited commercial email; or (9) use

any proprietary information or any of our interfaces or our other intellectual property in the

design, development, manufacture, licensing, or distribution of any applications, accessories, or

devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google

Play (each an "App Distributor") to access the Services: (1) the license granted to you for our

App is limited to a non-transferable license to use the application on a device that utilizes the

Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules

set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing

any maintenance and support services with respect to the App as specified in the terms and

conditions of this mobile application license contained in these Legal Terms or as otherwise

required under applicable law, and you acknowledge that each App Distributor has no obligation

whatsoever to furnish any maintenance and support services with respect to the App; (3) in the

event of any failure of the App to conform to any applicable warranty, you may notify the

applicable App Distributor, and the App Distributor, in accordance with its terms and policies,

may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by

applicable law, the App Distributor will have no other warranty obligation whatsoever with

respect to the App; (4) you represent and warrant that (i) you are not located in a country that is

subject to a US government embargo, or that has been designated by the US government as

a "terrorist supporting" country and (ii) you are not listed on any US government list of prohibited

or restricted parties; (5) you must comply with applicable third-party terms of agreement when

using the App, e.g., if you have a VoIP application, then you must not be in violation of their

wireless data service agreement when using the App; and (6) you acknowledge and agree that

the App Distributors are third-party beneficiaries of the terms and conditions in this mobile

application license contained in these Legal Terms, and that each App Distributor will have the

right (and will be deemed to have accepted the right) to enforce the terms and conditions in this

mobile application license contained in these Legal Terms against you as a third-party

beneficiary thereof.

11. SOCIAL MEDIA

As part of the functionality of the Services, you may link your account with online accounts you

have with third-party service providers (each such account, a "Third-Party Account") by either:

(1) providing your Third-Party Account login information through the Services; or (2) allowing us

to access your Third-Party Account, as is permitted under the applicable terms and conditions

that govern your use of each Third-Party Account. You represent and warrant that you are

entitled to disclose your Third-Party Account login information to us and/or grant us access to

your Third-Party Account, without breach by you of any of the terms and conditions that govern

your use of the applicable Third-Party Account, and without obligating us to pay any fees or

making us subject to any usage limitations imposed by the third-party service provider of

the Third-Party Account. By granting us access to any Third-Party Accounts, you understand

that (1) we may access, make available, and store (if applicable) any content that you have

provided to and stored in your Third-Party Account (the "Social Network Content") so that it is

available on and through the Services via your account, including without limitation any friend

lists and (2) we may submit to and receive from your Third-Party Account additional information

to the extent you are notified when you link your account with the Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you

have set in such Third-Party Accounts, personally identifiable information that you post to

your Third-Party Accounts may be available on and through your account on the Services.

Please note that if a Third-Party Account or associated service becomes unavailable or our

access to such Third-Party Account is terminated by the third-party service provider, then Social

Network Content may no longer be available on and through the Services. You will have the

ability to disable the connection between your account on the Services and your Third-

Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-

PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS

GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE

PROVIDERS. We make no effort to review any Social Network Content for any purpose,

including but not limited to, for accuracy, legality, or non-infringement, and we are not

responsible for any Social Network Content. You acknowledge and agree that we may access

your email address book associated with a Third-Party Account and your contacts list stored on

your mobile device or tablet computer solely for purposes of identifying and informing you of

those contacts who have also registered to use the Services. You can deactivate the connection

between the Services and your Third-Party Account by contacting us using the contact

information below or through your account settings (if applicable). We will attempt to delete any

information stored on our servers that was obtained through such Third-Party Account, except

the username and profile picture that become associated with your account.

12. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal

Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law

or these Legal Terms, including without limitation, reporting such user to law enforcement

authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent technologically feasible) any of your Contributions or any

portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the

Services or otherwise disable all files and content that are excessive in size or are in any way

burdensome to our systems; and (5) otherwise manage the Services in a manner designed to

protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our

advised the Services are hosted in the United States. If you access the Services from any other

region of the world with laws or other requirements governing personal data collection, use, or

disclosure that differ from applicable laws in the United States, then through your continued use

of the Services, you are transferring your data to the United States, and you expressly consent

to have your data transferred to and processed in the United States. Further, we do not

knowingly accept, request, or solicit information from children or knowingly market to children.

Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive

actual knowledge that anyone under the age of 13 has provided personal information to us

without the requisite and verifiable parental consent, we will delete that information from the

Services as quickly as is reasonably practical.

14. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT

LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT

TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO

AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY

PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION

FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN

THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY

TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR

ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,

WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and

creating a new account under your name, a fake or borrowed name, or the name of any third

party, even if you may be acting on behalf of the third party. In addition to terminating or

suspending your account, we reserve the right to take appropriate legal action, including without

limitation pursuing civil, criminal, and injunctive redress.

15. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or

for any reason at our sole discretion without notice. However, we have no obligation to update

any information on our Services. We will not be liable to you or any third party for any

modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware,

software, or other problems or need to perform maintenance related to the Services, resulting in

interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,

discontinue, or otherwise modify the Services at any time or for any reason without notice to

you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience

caused by your inability to access or use the Services during any downtime or discontinuance of

the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and

support the Services or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance

with the laws of the Commonwealth of Virginia applicable to agreements made and to be

entirely performed within the Commonwealth of Virginia, without regard to its conflict of law

principles.

17. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to

these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you

or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt

to negotiate any Dispute (except those Disputes expressly provided below) informally for at

least thirty (30) days before initiating arbitration. Such informal negotiations commence

upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute

(except those Disputes expressly excluded below) will be finally and exclusively resolved by

binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU

WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The

arbitration shall be commenced and conducted under the Commercial Arbitration Rules of

the American Arbitration Association ("AAA") and, where appropriate, the AAA’s

Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both

of which are available at the American Arbitration Association (AAA) website. Your arbitration

fees and your share of arbitrator compensation shall be governed by the AAA Consumer

Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be

conducted in person, through the submission of documents, by phone, or online. The

arbitrator will make a decision in writing, but need not provide a statement of reasons unless

requested by either Party. The arbitrator must follow applicable law, and any award may be

challenged if the arbitrator fails to do so. Except where otherwise required by the

applicable AAA rules or applicable law, the arbitration will take place in Henrico, Virginia.

Except as otherwise provided herein, the Parties may litigate in court to compel arbitration,

stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the

award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be

commenced or prosecuted in the state and federal courts located in Henrico, Virginia, and

the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and

forum non conveniens with respect to venue and jurisdiction in such state and federal

courts. Application of the United Nations Convention on Contracts for the International Sale

of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded

from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be

commenced more than one (1) years after the cause of action arose. If this provision is

found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute

falling within that portion of this provision found to be illegal or unenforceable and such

Dispute shall be decided by a court of competent jurisdiction within the courts listed for

jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually.

To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b)

there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class

action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported

representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning

informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or

concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to,

or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any

claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party

will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or

unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the

courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that

court.

18. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or

omissions, including descriptions, pricing, availability, and various other information. We reserve the

right to correct any errors, inaccuracies, or omissions and to change or update the information on the

Services at any time, without prior notice.

19. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE

THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST

EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,

IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING,

WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES

OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE

SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS

LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY

FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,

(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,

RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3)

ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY

AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED

THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM

THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY

BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6)

ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS

OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT

POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO

NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY

PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE

SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION

FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY

TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN

YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE

PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY

ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION

WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU

OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY,

INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE,

LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN

IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING

ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY

CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL

TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO

US OR . CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW

LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN

DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS

OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

21. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and

all of our respective officers, agents, partners, and employees, from and against any loss,

damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made

by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal

Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4)

your violation of the rights of a third party, including but not limited to intellectual property rights;

or (5) any overt harmful act toward any other user of the Services with whom you connected via

the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume

the exclusive defense and control of any matter for which you are required to indemnify us, and

you agree to cooperate, at your expense, with our defense of such claims. We will use

reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this

indemnification upon becoming aware of it.

22. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the

performance of the Services, as well as data relating to your use of the Services. Although we

perform regular routine backups of data, you are solely responsible for all data that you transmit

or that relates to any activity you have undertaken using the Services. You agree that we shall

have no liability to you for any loss or corruption of any such data, and you hereby waive any

right of action against us arising from any such loss or corruption of such data.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND

SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree that all

agreements, notices, disclosures, and other communications we provide to you electronically,

via email and on the Services, satisfy any legal requirement that such communication be in

writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,

ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR

VIA THE SERVICES. You hereby waive any rights or requirements under any statutes,

regulations, rules, ordinances, or other laws in any jurisdiction which require an original

signature or delivery or retention of non-electronic records, or to payments or the granting of

credits by any means other than electronic means.

24. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance

Unit of the Division of Consumer Services of the California Department of Consumer Affairs in

writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone

at (800) 952-5210 or (916) 445-1254.

25. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in

respect to the Services constitute the entire agreement and understanding between you and us.

Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate

as a waiver of such right or provision. These Legal Terms operate to the fullest extent

permissible by law. We may assign any or all of our rights and obligations to others at any time.

We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any

cause beyond our reasonable control. If any provision or part of a provision of these Legal

Terms is determined to be unlawful, void, or unenforceable, that provision or part of the

provision is deemed severable from these Legal Terms and does not affect the validity and

enforceability of any remaining provisions. There is no joint venture, partnership, employment or

agency relationship created between you and us as a result of these Legal Terms or use of the

Services. You agree that these Legal Terms will not be construed against us by virtue of having

drafted them. You hereby waive any and all defenses you may have based on the electronic

form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal

Terms.

26. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding

use of the Services, please contact us at:

The Advizor Group, LLC dba ITHENA

4470 Cox Rd, #275

Richmond, VA 23060

United States

admin@ithena.ai