Release, Waiver, Assumption of Risk, and Hold Harmless Agreement

RELEASE, WAIVER, ASSUMPTION OF RISK, AND HOLD HARMLESS AGREEMENT

This Release, Waiver, Assumption of Risk, and Hold Harmless Agreement (this “Agreement”) is entered into as of the UTC date of Customer’s electronic acceptance (the “Effective Date”) by and between DeFi Consulting Alliance LLC (“Consultant”) and the Customer named in the electronic acceptance record, individually and, if applicable, on behalf of the business or other organization identified below (“Customer”). Consultant and Customer are each a “Party” and collectively the “Parties.”

In consideration of Consultant’s agreement to provide the Services, Customer’s access to and use of the Services, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Customer agrees as follows:

Article 1 — Definitions and Scope

I.  Services. “Services” means any assistance, consultation, configuration, implementation, integration, training, recommendations, workflows, automations, documentation, or other services or materials provided by Consultant, including the AI Side Project Society member connector, member key, data, research, deals, lessons, playbooks, and community content and access, concerning artificial intelligence, agentic artificial intelligence, generative artificial intelligence, machine learning, software, applications, online platforms, automated systems, or other technology, whether for business or personal purposes.

II.  AI Systems. “AI Systems” means artificial-intelligence-enabled tools and technologies, including autonomous or semi-autonomous agents, large language models, generative systems, machine-learning systems, automated workflows, integrations, and related third-party products and services.

III.  Outputs. “Outputs” means any text, recommendation, analysis, summary, image, code, instruction, decision, action, communication, transaction, or other content or result generated, selected, transmitted, or performed through or with an AI System or other technology.

IV.  Released Parties. “Released Parties” means Consultant and Consultant’s owners, members, managers, officers, directors, employees, contractors, subcontractors, agents, representatives, affiliates, successors, and permitted assigns.

V.  Customer Systems and Data. “Customer Systems and Data” means all accounts, credentials, devices, networks, software, records, content, personal information, confidential information, intellectual property, and other systems or data owned, controlled, supplied, accessed, or used by or for Customer.

Article 2 — Nature and Limitations of Technology

I.  Evolving Technology. Customer acknowledges that AI Systems and related technologies are rapidly evolving, experimental in certain applications, and dependent on data, models, infrastructure, third-party services, and circumstances beyond Consultant’s control. Their features, functionality, terms, availability, performance, and legal or regulatory treatment may change at any time.

II.  Potential Errors and Unintended Conduct. Customer understands that AI Systems and Outputs may be inaccurate, incomplete, outdated, misleading, biased, offensive, infringing, fabricated, inconsistent, or otherwise unsuitable. AI Systems, particularly autonomous or semi-autonomous agents, may misunderstand instructions, act unpredictably, exceed an intended task, repeat or omit actions, communicate erroneous information, make unauthorized commitments, or cause unintended transactions, disclosures, deletions, or other consequences.

III.  Third-Party Technology. Consultant does not own or control third-party AI Systems, software, platforms, networks, hosting services, or data sources. Consultant is not responsible for any third party’s acts or omissions, service interruptions, security incidents, data practices, changes in functionality or terms, discontinuation, pricing, or failure to perform.

IV.  No Guaranteed Result. Consultant does not represent or warrant that the Services, any AI System, or any Output will be accurate, complete, secure, uninterrupted, error-free, lawful for every intended use, fit for a particular purpose, or capable of producing any specific financial, operational, personal, or other result.

Article 3 — Customer Responsibilities

I.  Independent Review and Judgment. Customer shall independently review, test, verify, and approve all material Outputs and automated actions before relying upon, publishing, transmitting, or implementing them or permitting them to affect any person, account, system, transaction, or decision. Customer shall maintain meaningful human oversight and shall not treat any AI System or Output as an infallible or authoritative source.

II.  Professional and High-Impact Matters. Customer shall not rely solely on an AI System, Output, or the Services for legal, tax, accounting, investment, medical, employment, insurance, credit, safety-critical, or other regulated or high-impact advice or decisions. Customer is solely responsible for obtaining advice from appropriately qualified professionals and making all final decisions.

III.  Authorization and Compliance. Customer is solely responsible for determining whether Customer’s contemplated use of the Services and any AI System is appropriate and lawful and for obtaining all necessary rights, licenses, permissions, notices, and consents. Customer shall comply with applicable law, contractual obligations, industry requirements, and the terms governing third-party products and services.

IV.  Security and Access Controls. Customer shall use safeguards reasonably appropriate to the contemplated use, including limiting system permissions, protecting credentials, maintaining backups, monitoring automated activity, and implementing approval thresholds or other controls for communications, purchases, payments, data changes, and other consequential actions.

V.  Sensitive Information. Customer shall not submit, disclose, or permit access to confidential, proprietary, personal, financial, health, authentication, or other sensitive information unless Customer has determined that the disclosure is authorized and that appropriate privacy, security, retention, and contractual protections are in place.

VI.  Monitoring and Suspension. Customer shall monitor deployed AI Systems and automations and promptly suspend or disable them upon identifying unexpected conduct, material errors, unauthorized access, security concerns, or potential harm.

VII.  Customer Control. Customer retains control over, and accepts responsibility for, Customer Systems and Data, Customer’s selection and use of technology, all instructions and permissions supplied to AI Systems, and all decisions to adopt, deploy, modify, or rely upon the Services or Outputs.

Article 4 — Assumption of Risk

I.  Known and Unknown Risks. Customer knowingly and voluntarily assumes all risks arising out of or relating to Customer’s selection, configuration, deployment, operation, monitoring, or use of the Services, AI Systems, Outputs, or Customer Systems and Data, whether known or unknown, foreseeable or unforeseeable, including risks of:

A.  inaccurate, fabricated, misleading, biased, infringing, or inappropriate Outputs;

B.  unauthorized or unintended communications, commitments, transactions, purchases, payments, disclosures, modifications, or deletions;

C.  loss, corruption, misuse, retention, or unauthorized disclosure of data;

D.  cybersecurity incidents, credential compromise, malicious code, prompt injection, model manipulation, or unauthorized system access;

E.  interruption, incompatibility, loss of functionality, vendor changes, or technology failure;

F.  loss of revenue, profits, opportunities, goodwill, productivity, data, or business continuity;

G.  reputational, personal, financial, contractual, regulatory, or other harm; and

H.  claims alleging infringement, defamation, privacy violations, discrimination, misrepresentation, professional error, or violation of law or third-party rights.

II.  Voluntary Election. Customer acknowledges that Customer is not required to use any particular AI System, automation, recommendation, or Output and voluntarily elects whether and how to proceed after considering the associated risks.

Article 5 — Disclaimer of Warranties

I.  As-Is Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AI SYSTEMS, OUTPUTS, RECOMMENDATIONS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTY.

II.  Disclaimed Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM ALL WARRANTIES OF ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AVAILABILITY, QUIET ENJOYMENT, AND RESULTS, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

III.  No Professional or Fiduciary Relationship. Unless the Parties expressly agree otherwise in a separate signed writing, the Services do not constitute legal, tax, accounting, investment, medical, employment, insurance, cybersecurity, or other licensed professional advice. Neither the Services nor this Agreement creates any fiduciary, agency, partnership, joint-venture, employment, franchise, or similar relationship between the Parties.

Article 6 — Release and Waiver

I.  Release. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

CUSTOMER, FOR CUSTOMER AND CUSTOMER’S REPRESENTATIVES, AFFILIATES, SUCCESSORS, ASSIGNS, HEIRS, BENEFICIARIES, AND ESTATE, KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY RELEASES AND DISCHARGES THE RELEASED PARTIES FROM ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES OF EVERY KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATING TO:

A.  the inherent characteristics, limitations, risks, errors, or failures of AI Systems, Outputs, or third-party technology;

B.  Customer’s use of, reliance upon, implementation of, or failure to monitor the Services, AI Systems, or Outputs;

C.  actions taken or omitted by an AI System, automation, third-party provider, or Customer; or

D.  loss of or damage to Customer Systems and Data, business operations, finances, reputation, privacy, intellectual property, or other interests.

II.  Ordinary Negligence. THE RELEASE AND WAIVER IN THIS AGREEMENT EXPRESSLY INCLUDE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAIMS ARISING FROM OR ALLEGING THE ORDINARY NEGLIGENCE OF ANY RELEASED PARTY.

III.  Excluded Matters. Nothing in this Agreement releases, waives, or limits liability to the extent finally determined by a court of competent jurisdiction to have resulted from a Released Party’s gross negligence, willful misconduct, or fraud, or to the extent such liability cannot lawfully be released, waived, or limited.

Article 7 — Hold Harmless and Indemnification

I.  Customer Obligation. Customer shall defend, indemnify, and hold harmless the Released Parties from and against any third-party claim, action, investigation, liability, judgment, settlement, loss, damage, penalty, cost, or reasonable professional fee arising out of or relating to:

A.  Customer’s or Customer’s users’ access to or use of the Services, any AI System, or any Output;

B.  Customer Systems and Data, including their collection, disclosure, transmission, storage, or use;

C.  Customer’s instructions, permissions, configurations, deployment decisions, representations, communications, transactions, or business practices;

D.  Customer’s violation of applicable law, contractual obligations, third-party terms, or another person’s rights; or

E.  Customer’s breach of this Agreement.

II.  Exclusion. Customer has no indemnification obligation to the extent a claim is finally determined by a court of competent jurisdiction to have resulted from a Released Party’s gross negligence, willful misconduct, or fraud.

III.  Defense Procedure. Consultant shall provide reasonably prompt notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may control the defense with counsel reasonably acceptable to Consultant. Customer shall not settle any claim in a manner that admits fault by, imposes a nonmonetary obligation on, or fails to provide an unconditional release of a Released Party without Consultant’s prior written consent.

Article 8 — Limitation of Liability

I.  Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO RELEASED PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, OPPORTUNITY, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES, AI SYSTEMS, OUTPUTS, OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

II.  Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, AI SYSTEMS, OUTPUTS, OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT CUSTOMER ACTUALLY PAID TO CONSULTANT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

III.  Excluded Matters. The exclusions and limitation in this Article do not apply to the extent liability is finally determined by a court of competent jurisdiction to have resulted from a Released Party’s gross negligence, willful misconduct, or fraud, or to the extent such liability cannot lawfully be excluded or limited.

IV.  Essential Allocation of Risk. Customer acknowledges that the releases, disclaimers, exclusions, and limitations in this Agreement constitute an essential allocation of risk and are part of the consideration for Consultant’s agreement to provide the Services.

Article 9 — General Provisions

I.  Utah Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, any AI System, or any Output shall be governed by and construed under the laws of the State of Utah, without giving effect to any choice-of-law or conflict-of-laws rule that would require application of another jurisdiction’s laws.

II.  Mandatory Exclusive Venue and Jurisdiction. Any action or proceeding arising out of or relating to this Agreement, the Services, any AI System, or any Output shall be brought exclusively in a state court of competent jurisdiction located in Salt Lake County, Utah, or, if federal subject-matter jurisdiction exists, in the federal court located in Salt Lake County, Utah. Each Party irrevocably:

A.  submits to the exclusive personal jurisdiction of those courts;

B.  consents to venue in those courts; and

C.  waives any objection based on improper venue, inconvenient forum, lack of personal jurisdiction, or any similar ground.

III.  Entire Agreement; Merger. This Agreement constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes and merges all prior and contemporaneous proposals, negotiations, discussions, communications, representations, warranties, promises, and understandings, whether oral or written, concerning that subject matter. Customer acknowledges that Customer has not relied on any statement, representation, warranty, or promise not expressly stated in this Agreement.

IV.  Relationship to Services Agreement. If the Parties enter into a separate written agreement governing the Services, that agreement shall supplement this Agreement. If an express provision of a later-signed agreement directly conflicts with this Agreement, the express provision of the later-signed agreement shall control solely to the extent of the conflict.

V.  Amendments. No amendment, modification, or supplement to this Agreement is effective unless it is in writing and signed by both Parties, including by electronic signature.

VI.  Waiver. No waiver is effective unless it is in writing and signed by the Party granting the waiver, including by electronic signature. A waiver applies only to the specific instance for which it is given. A Party’s failure or delay in exercising any right or remedy does not waive that or any other right or remedy, and a single or partial exercise of a right or remedy does not preclude any other or further exercise of that or any other right or remedy.

VII.  Severability and Reformation. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law and, if necessary, modified only to the minimum extent required to make it enforceable while preserving its intended effect. If modification is not permitted, the invalid, illegal, or unenforceable portion shall be severed. The remaining provisions shall remain in full force and effect.

VIII.  Assignment. Customer may not assign, delegate, or otherwise transfer this Agreement or any right or obligation under it without Consultant’s prior written consent. Any attempted assignment, delegation, or transfer in violation of this provision is void. Consultant may assign this Agreement in connection with a merger, reorganization, change of control, sale of substantially all relevant assets, or transfer of the business to which the Services relate. Subject to the foregoing, this Agreement binds and benefits the Parties and their respective permitted successors and assigns.

IX.  Survival. Articles 3 through 9, together with every provision that by its nature should survive, shall survive completion or termination of the Services and expiration or termination of this Agreement.

X.  Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one instrument.

XI.  Electronic Signatures and Delivery. Signatures made or transmitted electronically, and electronically transmitted copies of executed counterparts, shall be deemed originals and shall have the same force and effect as manually signed original documents. For online acceptance, Customer’s typing of Customer’s first and last name and checking the required agreement boxes is Customer’s electronic signature under the federal E-SIGN Act and Utah’s Uniform Electronic Transactions Act. Consultant’s issuance of the member key is Consultant’s acceptance. No wet-ink signature is required for online acceptance.

XII.  Opportunity to Review; Voluntary Execution. Customer acknowledges that Customer has carefully read and understands this Agreement, including its release of claims, assumption of risk, indemnification obligations, warranty disclaimers, and limitations of liability. Customer further acknowledges having had a reasonable opportunity to ask questions and seek independent legal or other professional advice. Customer signs or electronically accepts this Agreement knowingly and voluntarily and without reliance on any statement not expressly contained in this Agreement.

XIII.  Authority and Capacity. Each individual signing this Agreement represents that the individual has legal capacity to sign it and, if signing on behalf of an entity or another person, has full authority to bind that entity or person. If Customer consists of more than one person or entity, each Customer is bound by this Agreement, and references to “Customer” include each of them.

XIV.  No Third-Party Beneficiaries. Except for the Released Parties, who are express intended beneficiaries of the protections granted to them under this Agreement, this Agreement does not confer any right, benefit, or remedy upon any person or entity that is not a Party.

XV.  Headings; Construction. Headings are for convenience only and do not affect interpretation. The words “including” and “includes” mean “including without limitation” and “includes without limitation.” The singular includes the plural and the plural includes the singular when the context requires. This Agreement shall be construed as jointly drafted and not against either Party as drafter.

Signatures

By signing below or accepting electronically as stated in Article 9.XI, each Party agrees to be legally bound by this Agreement as of the Effective Date. The electronic acceptance record supplies the Customer name, optional business name, and UTC acceptance date.

CONSULTANT

Business Name: DeFi Consulting Alliance LLC

By: Dane Bollwinkel

Printed Name: Dane Bollwinkel

Title: Owner

Date: Date of Customer’s electronic acceptance

CUSTOMER

Customer Name: First and last name in the electronic acceptance record

Business or Organization, if applicable: Name in the electronic acceptance record

By: Electronic signature under Article 9.XI

Printed Name: First and last name in the electronic acceptance record

Title, if applicable: As stated in the electronic acceptance record

Date: UTC date of electronic acceptance