1. Preamble and Definitions

1.1 Parties. These Terms of Service (“Terms”) are entered into by and between Seeqer Strategies, LLC, a limited liability company organized and existing under the laws of the State of California, with its principal office at 331 Octavia Street, San Francisco, CA 94102 (“Seeqer”), and the individual or entity that has engaged Seeqer for services and remitted payment (“Client” or “Account”).

1.2 Effective Date. These Terms become effective upon Seeqer’s receipt of cleared payment from Client and remain in force for the duration of the services rendered, unless earlier terminated in accordance with these Terms or a written separation agreement.

1.2(a) Acceptance by Payment. By initiating any payment to Seeker (including ACH, wire, credit/debit card, PayPal, or Venmo), Client expressly acknowledges and agrees to be bound by these Terms. If a separate scope of work or order form applies, then together with these Terms it constitutes the agreement between the parties.

1.3 Services. Seeqer provides advisory and strategic services including, but not limited to: (a) research, advisory, and cultural intelligence diagnostics; (b) strategy development and management support; (c) training, equipping, and intelligence briefings; and (d) intelligence deployment with operatives. Certain legacy or grandfathered plans may include additional features as specified in associated scopes of work.

1.4 Capacity Model. Services under retainer are provided on a capacity-based model, meaning Seeqer allocates time and resources based on prepaid retainers and agreed membership tiers. Deliverables are outcomes of capacity applied and are not guaranteed unless expressly documented. No work is allocated until payment has cleared.

1.5 Client Dependencies. Client acknowledges that timely approvals, provision of materials, and responses are essential for Seeqer’s performance. Delays or failures in meeting dependencies may impact schedules or outcomes, and Seeqer bears no liability for such impacts.

1.6 Communication. All formal communications, notices, and approvals shall occur via email. Physical addresses shall only be used when legally required.

1.7 Jurisdiction. These Terms are governed by the laws of the State of California, with venue in San Francisco County, without regard to conflict-of-law principles. Seeqer operates internationally and complies with applicable international data and privacy laws, including but not limited to GDPR and CPRA.

2. Scope of Services

2.1 Nature of Services. Seeqer Strategies, LLC (“Seeqer”) provides capacity-based advisory, strategic, and cultural intelligence services. Seeqer is not a deliverables-based firm. Outcomes flow from the application of prepaid capacity. Deliverables are only provided where expressly scoped in writing.

2.2 Service Categories. Subject to applicable terms, Seeqer offers:

(a) Advisory Services: strategic counsel, cultural intelligence interpretation, and client guidance;

(b) Strategic Services: research, planning, and management of initiatives, including coordination with vendors;

(d) Training and Equipping: capacity-building, education, and applied workshops;

(e) Intelligence Briefings and Deployment: formal briefings, reports, and—where agreed—deployment of operatives.

2.3 Executional Work. Seeqer does not provide executional or implementation services except where expressly agreed in writing and subject to an additional fee. Seeqer reserves the right, at its sole discretion, to waive such fees for light executional work.

2.4 Membership Levels. Membership tiers historically offered by Seeqer included:

One (1) strategy call per month at USD $1,500;
Two (2) strategy calls per month at USD $2,500;
Three (3) strategy calls per month at USD $4,500.

These membership levels are no longer available to new Clients. Only Clients onboarded prior to January 1, 2025, (“Grandfathered Accounts”) may continue to access services under these terms. Grandfathered Accounts remain subject to all current operational standards, service protocols, and business practices as updated by Seeqer from time to time, including but not limited to: account management structure, communication workflows, capacity planning processes, response protocols, and delivery methodologies. Grandfathering preserves only the pricing tier and number of strategy calls specified in the Client's original membership level. All other terms, including those governing service delivery, are subject to the provisions of these Terms as updated. No separate contract amendment is required for changes to operational structure that do not alter the core pricing or call frequency agreed upon at the time of Client's onboarding.

2.5 Grandfathered Accounts. Grandfathered Accounts shall retain the number of strategy calls and services outlined under their original membership tier, subject to these Terms. Seeqer may phase out or discontinue legacy benefits at the conclusion of the agreed term.

2.6 Client Dependencies. Client acknowledges that services require timely provision of approvals, materials, and responses. Silence shall not be deemed approval. All approvals must be provided in writing via email. Projects are paused until required approvals are received.

2.7 Response Commitment. Seeqer guarantees a substantive response to Client communications within one (1) business day.

2.8 Boundaries and Exclusions. Seeqer operates as an intelligence firm powered by open-source and human-source intelligence. Services shall not be construed as financial, investment, or legal advice. Seeqer may manage or coordinate with third-party vendors but assumes no liability for delays, errors, or performance of independent vendors. Seeqer remains responsible for work performed by its own personnel and contractors.

3. Payment Terms

3.1 Accepted Methods. Seeqer accepts ACH, wire transfer, major credit cards, PayPal, and Venmo. Initiating payment constitutes Client’s electronic acceptance of these Terms.

3.2 Processing Period. For manual payments, processing may take three (3) to five (5) business days to clear. Capacity is unlocked only once funds have cleared, not upon submission. For Clients enrolled in auto-pay/auto-return programs, Seeqer may continue capacity planning while funds are processing.

3.3 Due Date. Retainer invoices are due on the first (1st) day of each month. Accounts not paid in full by close of business on the first (1st) are suspended immediately. Client shall not exercise any right of setoff or withholding against amounts due.

3.4 Grace Period. No grace period applies unless Client has communicated anticipated financial difficulties at least fifteen (15) days prior to the invoice due date and reached a written accommodation with Seeqer.

3.5 Late Payments (Non-Retainer). For non-retainer invoices (e.g., projects, add-ons, or other engagements), payment is due net fifteen (15) days from invoice date. Late payments incur interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law, accruing daily until paid. Client shall also be responsible for all collection costs, including reasonable attorney’s fees.

3.6 Capacity Lock. Seeqer repeats for clarity: capacity is locked and services cannot be allocated until funds are cleared, not merely submitted. Client shall not exercise any right of setoff or withholding against amounts due.

3.7 Unused Capacity. Capacity is planned and allocated monthly. Unused time, calls, or sessions do not roll over and are forfeited. Use it or lose it.

3.8 Refunds. Retainers are non-refundable. No partial or prorated refunds are offered for unused capacity.

3.9 Payment Transition (Legacy Clients). Clients impacted by Seeqer’s transition from mid-month billing to first-of-month billing may work with Account Services to address transitional alignment through December 31, 2025.

3.10 Milestone Billing. Seeqer does not offer milestone billing as a standard practice. If milestone billing is expressly agreed to, a risk insurance fee of not less than twenty-five percent (25%) of the scoped cost shall apply to each milestone payment.

3.11 Taxes. Fees are exclusive of all applicable taxes. Client is responsible for payment of all sales, use, VAT, GST, withholding, or other taxes, duties, or assessments imposed by applicable law, excluding taxes on Seeqer’s net income.

4. Term, Renewal & Termination

4.1 Term – Retainer Clients (Grandfathered). For Clients onboarded prior to January 1, 2025, who remain on Seeqer’s legacy retainer model, the Agreement shall run on a month-to-month basis. Each term begins only upon Seeqer’s receipt of cleared payment and ends at the earlier of: (a) the last day of the prepaid month; or (b) termination pursuant to this Section.

4.2 Term – Fixed Engagements. For Clients who have engaged Seeqer for a specific term engagement (e.g., project-based scope), the Agreement shall run from the Effective Date (upon cleared payment) through the agreed project end date, subject to earlier termination under this Section.

4.3 Auto-Renewal. Unless cancelled, all month-to-month retainers automatically renew each month upon Seeqer’s receipt of payment. Disclosure (California ARL): Clients are hereby notified in clear and conspicuous terms that (a) their retainer will automatically renew each month until cancelled; (b) they may cancel at any time with thirty (30) days’ written notice by contacting Seeqer Account Services via email; and (c) Seeqer will process off-boarding within one (1) week of cancellation effective date.

4.4 Termination – For Cause. Either party may terminate immediately upon written notice if the other party:

(a) fails to pay undisputed fees when due;

(b) materially breaches these Terms and fails to cure within ten (10) days of written notice;

(c) uses Seeqer’s services, deliverables, or intelligence for illegal, abusive, fraudulent, or unauthorized purposes, including but not limited to misuse of cultural intelligence frameworks for disinformation, harassment, or unlawful surveillance;

(d) engages in conduct that materially harms the reputation, operations, or security of the other party.

4.5 Termination – Without Cause. Either party may terminate without cause by providing thirty (30) days’ prior written notice via email to the other party.

4.6 Effects of Termination. Upon termination:

(a) All outstanding fees and charges become immediately due and payable.

(b) Seeqer may withhold all deliverables, work product, and final files until all outstanding amounts are paid in full.

(c) Seeqer will provide Client with all completed and fully paid-for deliverables within one (1) week of termination, including packaged design files and PDFs of completed strategies. Any assets in process at the time of termination that are not complete shall not be delivered.

4.7 Survival. The following provisions survive termination: Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

4.8 Non-Attribution. In the event of termination initiated by Seeqer or by mutual separation, Client agrees not to attribute, cite, or publicly reference Seeqer, its personnel, or affiliated entities in connection with the terminated project, except as otherwise expressly agreed in writing.

5. Intellectual Property, Ownership & License

5.1 Background Intellectual Property. All proprietary frameworks, methodologies, cultural intelligence gathering systems, diagnostic models, and related know-how developed, owned, or licensed by Seeqer Strategies, LLC (“Seeqer”) prior to or independently of this Agreement (“Background IP”) shall remain the sole and exclusive property of Seeqer. Seeqer shall have no obligation to disclose the internal methodologies, algorithms, or source materials underlying its Background IP.

5.2 Client Deliverables. Subject to Client’s timely payment in full, all final, completed deliverables specifically produced for Client under this Agreement (“Foreground Deliverables”) shall be owned exclusively by Client, and Seeqer hereby assigns to Client all right, title, and interest therein. Deliverables are provided as-is, without warranty, except as expressly set forth herein. Attribution to Seeqer (e.g., “Powered by Seeqer”) shall survive termination unless waived in writing. Attribution shall survive termination unless waived in writing (see Section 4.8).

5.3 License to Background IP. Seeqer grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable license to use Background IP solely as embedded in, or necessary to use, the Foreground Deliverables for Client’s internal business purposes. Client shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of Background IP; (b) sublicense, sell, lease, or distribute Background IP; or (c) use Background IP to develop, market, or support any competing product or service.

5.4 Deployment Licenses. Any use of Seeqer’s Background IP, frameworks, or methodologies by consultants, contractors, or third parties under white-label or deployment arrangements requires a separate written license agreement executed by Seeqer.

5.5 Portfolio Rights and Case Studies. Unless otherwise restricted by a mutually executed NDA, Seeqer may use anonymized or aggregated versions of Foreground Deliverables in its marketing, portfolio, and case studies. Notwithstanding any NDA, Seeqer retains the perpetual right to use anonymized, aggregated, or de-identified data generated in connection with this Agreement for its own research, development, benchmarking, and intelligence purposes.

5.6 Third-Party Materials. Deliverables may incorporate third-party assets (including but not limited to stock images, fonts, software, data sets, and tools). Client shall be solely responsible for obtaining and maintaining any required third-party licenses and for compliance with their terms. Seeqer disclaims any responsibility for Client’s continued use of such third-party materials after delivery.

5.7 Open-Source and AI-Enhanced Materials. Deliverables may include elements derived from open-source libraries, publicly available datasets, or AI-enhanced outputs. Such elements are subject to their original licenses, which govern Client’s use. Seeqer does not convey ownership of such elements and disclaims any warranty or liability for their use.

5.8 Moral Rights and Waiver. To the fullest extent permitted by law, Client waives any moral rights in the Foreground Deliverables that would interfere with Seeqer’s rights in its Background IP. Client further waives the right to seek injunctive or equitable relief to prevent Seeqer’s continued use of its Background IP, reserving claims, if any, solely to monetary damages.

6. Confidentiality & Non-Disclosure

6.1 Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”), whether oral, written, electronic, visual, or in any other form, that reasonably should be understood as confidential, including but not limited to: business operations, financial data, strategies, forecasts, methodologies, proprietary frameworks, cultural intelligence systems, trade secrets, customer and vendor information, communications, software, technical data, designs, notes, analyses, research, and any information marked or otherwise identified as confidential. Confidential Information expressly includes Seeqer’s proprietary methodologies, frameworks, and cultural intelligence systems.

6.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was independently developed without use of, or reference to, the Disclosing Party’s Confidential Information; or (c) is lawfully obtained from a third party without breach of confidentiality obligations, except where disclosure is prohibited by applicable law.

6.3 Standard of Care. The Receiving Party shall use industry-standard security measures and at least the same degree of care it uses to protect its own confidential information of like importance, but no less than a commercially reasonable standard of care. Seeqer acknowledges that while its internal security measures are extremely high, communications with accounts may be handled at standard commercial levels for ease of access.

6.4 Notification Obligations. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use, disclosure, or suspected breach of Confidential Information, or any legal request (including subpoenas or government demands) that may require disclosure. The Receiving Party shall cooperate with the Disclosing Party in seeking protective orders or other remedies to limit or prevent disclosure.

6.5 Duration. Confidentiality obligations are indefinite and shall survive termination of this Agreement, continuing until the information no longer qualifies as Confidential Information. Trade secrets remain protected for so long as they retain trade secret status under applicable law.

6.6 Permitted Disclosure. Confidential Information may be disclosed only to the Receiving Party’s employees, contractors, and professional advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Disclosure to other accounts, customers, or external parties is strictly prohibited.

6.7 Seeqer’s Data Use Carve-Out. Notwithstanding any contrary provision, Seeqer retains the irrevocable right to use, disclose, and publish anonymized, aggregated, or de-identified data derived from Client’s engagement for its own research, benchmarking, intelligence gathering, and product development purposes. Such use shall not identify Client or disclose Client’s specific Confidential Information.

6.8 Destruction of Materials. Upon termination of this Agreement, the Receiving Party shall, upon written request, promptly destroy all Confidential Information in its possession or control and certify such destruction.Failure to destroy Confidential Information upon request, if later discovered, shall entitle the Disclosing Party to liquidated damages in an amount not less than the full fees paid by Client under this Agreement in the twelve (12) months preceding discovery of the violation, which the parties agree is a reasonable pre-estimate of harm and not a penalty.

6.9 Archival Rights. Seeqer retains the right to store and maintain archival copies of all communications, emails, transcripts, and deliverables exchanged with Client for compliance, legal, and internal data purposes. Such archival copies remain Confidential Information but may be retained indefinitely notwithstanding Section 6.8.

6.10 Remedies. The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm not adequately compensable by monetary damages. Accordingly, the Disclosing Party shall be entitled, in addition to any other remedies available at law or equity, to seek injunctive or equitable relief to prevent or curtail any actual or threatened breach of this Section 6. For clarity, this provision does not limit Seeqer’s waiver of injunctive relief under Section 5.8 with respect to its Background IP, which shall remain subject only to monetary remedies.

7. Warranties, Disclaimers & Representations

7.1 Seeqer’s Representations. Seeqer Strategies, LLC (“Seeqer”) represents and warrants solely that: (a) it has full authority to enter into this Agreement and perform its obligations hereunder; and (b) all services will be performed with professional skill and care consistent with standards reasonably maintained by experienced professionals under the supervision of Seeqer’s leadership and staff. Client acknowledges and agrees that Seeqer provides advisory, strategic, and cultural intelligence services based on market data, psychographic and behavioral insights, and other information available at the time of engagement, and that such inputs are subject to change.

7.2 Client’s Representations. Client represents and warrants that: (a) it owns or has the lawful right to use all materials, content, and data it provides to Seeqer; (b) its use of Seeqer’s services will not infringe the rights of any third party or violate any applicable law or regulation, including those governing Client’s jurisdiction, operations, or area of effect; (c) it has full authority to enter into this Agreement and to bind its account; and (d) any representative acting on behalf of Client has authority to commit Client to these Terms. Client agrees to indemnify and hold harmless Seeqer from any third-party claims arising out of a breach of the foregoing, subject further to Section 8 (Indemnification & Hold Harmless).

7.3 No Outcome Guarantee. Client expressly acknowledges and agrees that Seeqer does not, and cannot, guarantee any specific outcome, result, or impact from its services or deliverables, including but not limited to financial, cultural, reputational, operational, or strategic outcomes. All strategies and plans are developed based on conditions and information available at the time of delivery and are inherently subject to change. Seeqer’s services shall not be construed as financial, investment, legal, or other regulated advice.

7.4 Third-Party Systems, Vendors, and Consultants. Seeqer expressly disclaims all liability arising out of or related to: (a) third-party systems or vendors, including but not limited to print partners, distribution services, Shopify, analytics platforms, or other technical services outside Seeqer’s control; (b) outside consultants, advisors, or vendors engaged by Client, including any acts, omissions, or failures of such third parties (including failure to pay them); and (c) Client’s failure to perform its dependencies or obligations under this Agreement.

7.5 Disclaimer of Warranties. Except as expressly set forth in Section 7.1, all services and deliverables are provided “as is” and “as available”. Seeqer expressly disclaims all other warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.

7.6 Limitations of Liability. To the fullest extent permitted by law, Seeqer shall not be liable to Client or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost goodwill, loss of opportunities, or loss of data, whether in contract, tort, or otherwise, even if Seeqer has been advised of the possibility of such damages. Seeqer shall further bear no liability for: (a) reliance by Client on cultural, strategic, or advisory outputs outside of Seeqer’s direct scope of work; (b) delays caused by Client’s dependencies, approvals, or materials; (c) delays caused by third-party vendors or consultants; or (d) any use or misuse of deliverables beyond Seeqer’s direct control.

7.7 Exclusive Remedy. Client’s exclusive and sole remedy for any dissatisfaction with services or deliverables shall be to terminate this Agreement in accordance with Section 4 (Term, Renewal & Termination). No refunds, credits, offsets, or alternative remedies shall apply.

8. Indemnification & Hold Harmless

8.1 Client Indemnification. Client shall indemnify, defend, and hold harmless Seeqer Strategies, LLC (“Seeqer”), its officers, directors, employees, agents, contractors, and affiliates from and against any and all losses, liabilities, damages, claims, actions, suits, demands, costs, and expenses (including reasonable attorneys’ fees and costs as incurred) arising out of or relating to:

(a) any claim that Client-provided materials infringe or misappropriate any intellectual property or other proprietary rights;

(b) misuse or unauthorized use of deliverables;

(d) violation of law, regulation, or third-party rights by Client; and

(e) any breach of the warranties and representations set forth in Section 7.

8.2 Exclusions. Client shall have no indemnification obligation to the extent a claim is caused solely by Seeqer’s willful misconduct or gross negligence.

8.3 Procedures. The indemnified party must promptly notify the indemnifying party in writing of any claim. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced thereby. The indemnifying party shall control the defense and settlement of any claim, provided that: (a) the indemnified party may participate with counsel of its choice at its own expense; and (b) no settlement shall bind the indemnified party without its prior written consent.

8.4 Cap and Carve-Outs. Except as provided herein, Client’s total indemnification obligations shall not exceed the fees paid by Client to Seeqer in the twelve (12) months preceding the claim. This cap shall not apply to claims arising out of (a) infringement or misappropriation of intellectual property; (b) breach of confidentiality; or (c) misuse of Seeqer’s proprietary frameworks, methodologies, or Background IP. For such claims, indemnification shall be uncapped.

8.5 Primary Responsibility. Client acknowledges that it bears primary financial and legal responsibility for any third-party claims related to its use of Seeqer’s services and deliverables, and that Seeqer shall be shielded from such claims except in cases of Seeqer’s willful misconduct or gross negligence.

8.6 Survival. Client’s indemnification obligations under this Section shall survive termination or expiration of this Agreement.

9. Limitation of Liability

9.1 Cap on Liability. Except as expressly provided in this Section, Seeqer Strategies, LLC (“Seeqer”)’s total aggregate liability to Client for any and all claims arising under or related to this Agreement shall not exceed the total fees actually paid by Client to Seeqer in the twelve (12) months immediately preceding the event giving rise to the claim.

9.2 Carve-Outs. The limitation set forth in Section 9.1 shall not apply to: (a) Seeqer’s willful misconduct; (b) Seeqer’s gross negligence; (c) claims of intellectual property infringement or misappropriation; (d) breaches of confidentiality obligations; or (e) misuse of Seeqer’s proprietary frameworks, methodologies, or Background IP. In such cases, Seeqer’s liability shall not be capped.

9.3 Exclusion of Consequential Damages. To the fullest extent permitted by law, neither party shall be liable to the other or to any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, lost revenue, lost goodwill, lost opportunities, or loss of data, even if advised of the possibility of such damages.

9.4 Direct Damages Only. Client may recover only direct damages actually and proximately caused by Seeqer’s acts or omissions in relation to the agreed scope of services or deliverables, and only to the extent such damages are not attributable to third-party vendors, client dependencies, or consultants outside Seeqer’s control. No recovery shall be available for reliance damages or for any use of deliverables or strategies beyond Seeqer’s direct control.

9.5 Relationship to Indemnification. Client’s indemnification obligations under Section 8 shall survive and are not restricted by the limitations in Section 9.1 where claims arise out of the carve-outs identified in Section 9.2.

9.6 Survival. This Section shall survive termination or expiration of this Agreement.

10. Force Majeure

10.1 Definition. Neither Seeqer Strategies, LLC (“Seeqer”) nor Client shall be liable or responsible to the other, or deemed to have defaulted under or breached this Agreement, for any failure or delay in performing its obligations (other than payment obligations) when such failure or delay is caused by or results from events beyond the reasonable control of the affected party (“Force Majeure Event”).

10.2 Examples. Force Majeure Events include, but are not limited to: acts of God; natural disasters (including fire, flood, earthquake, storm, or other natural occurrences); epidemic, pandemic, or public health emergency; labor disputes or strikes; war, invasion, hostilities, terrorist threats or acts, riots, or other civil unrest; government order, law, or regulation; embargoes or blockades; national or regional emergency; power outages, telecommunications or internet failures; failure of third-party hosting providers or vendors; or any other cause beyond the reasonable control of the affected party.

10.3 Effect of Force Majeure. The affected party’s obligations shall be suspended during the period of delay caused by the Force Majeure Event, and the time for performance shall be extended accordingly.

10.4 Notice. The affected party shall promptly notify the other party in writing of the occurrence of any Force Majeure Event, its expected duration, and the steps being taken to mitigate its impact.

10.5 Payment Obligations. For the avoidance of doubt, Client’s payment obligations under this Agreement are not excused, delayed, or suspended by any Force Majeure Event.

10.6 Termination Right. If a Force Majeure Event prevents performance of a material obligation for a continuous period of thirty (30) days or more, either party may terminate this Agreement upon written notice, without liability other than payment of amounts accrued and due prior to the effective date of termination.

11. Dispute Resolution & Governing Law

11.1 Governing Law. This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction.

11.2 Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the matter through mediation administered by JAMS in San Francisco County, California, before resorting to arbitration. The costs of mediation shall be shared equally by the parties, unless otherwise agreed in writing.

11.3 Arbitration. If the dispute is not resolved through mediation within thirty (30) days of initiation, the dispute shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted in San Francisco County, California, by a single arbitrator mutually agreed upon by the parties (or appointed by JAMS if the parties cannot agree). The decision of the arbitrator shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

11.4 Waiver of Jury Trial. Each party irrevocably waives any and all rights to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereby.

11.5 Payment Obligations During Disputes. Consistent with Section 10.5, Client’s payment obligations are not excused, suspended, withheld, offset, or delayed during the pendency of any dispute, mediation, or arbitration, unless otherwise expressly agreed to in a separate written agreement signed by both parties.

11.6 Severability. If any provision of this Section 11 is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11.7 Survival. This Section 11 shall survive termination or expiration of this Agreement.

12. Notices

12.1 Method of Delivery. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (“Notices”) shall be in writing and delivered by email to the addresses set forth below. Certified mail or courier delivery shall be permitted only if expressly required by law.

12.2 Seeqer’s Address for Notice. Notices to Seeqer shall be sent to:

Email: accounts@seeqer.co

Physical (Legal Fallback Only): 331 Octavia Street, San Francisco, California, 94102

12.3 Client’s Address for Notice. Notices to Client shall be sent to the email address (and, if legally required, physical address) provided by Client during onboarding and billing, unless Client updates its notice address by providing written notice to Seeqer in accordance with this Section.

12.4 Effectiveness. Notices are deemed effective upon actual receipt by the receiving party. Delivery by email shall be deemed received when the email enters the recipient’s server inbox without a bounce-back error.

12.5 Updates. Each party is responsible for maintaining accurate notice information and shall promptly update the other in writing of any changes. Until such update is received, all notices sent in accordance with the most recent notice information provided shall be deemed valid and binding.

12.6 Binding Effect. Notices properly given in accordance with this Section shall be binding regardless of whether they are actually read by the receiving party.

13. Off-Boarding

13.1 Timing. Standard off-boarding begins seven (7) business days before the end-term date (whether by expiration, termination, or cancellation) and shall conclude no later than seven (7) business days after such date.

13.2 Scope of Delivery. During the off-boarding period, Seeqer will package and deliver to Client all final, completed, and fully paid-for assets, including strategy PDFs, design files, and related documentation.

13.3 Exclusions. Draft, incomplete, or in-progress work not expressly finalized or approved prior to termination shall not be delivered. Capacity that has not been used or work not yet completed is forfeited.

13.4 Retention of Work Product. Seeqer expressly reserves the right to retain all prior iterations, draft files, process work, and working files used in the creation of final deliverables. Only final, paid-for deliverables are transferred to Client.

13.5 Access Transfer. Where agreed, Seeqer will provide transfer of logins, platform credentials, or related documentation during the off-boarding window. Seeqer does not guarantee transfer of any system access outside the scope of work or outside Client’s paid entitlements.

13.6 Archival Records. Seeqer retains the right to maintain archival, compressed copies of all communications, transcripts, drafts, and deliverables exchanged with Client for compliance, legal, and intelligence purposes.

13.7 Client Acknowledgment. Client must confirm receipt of final deliverables and access materials in writing (email suffices). Absent such acknowledgment, Seeqer’s delivery records shall serve as conclusive proof of transfer.

14. Miscellaneous Clauses

14.1 Assignment. Client may not assign, delegate, or otherwise transfer this Agreement, in whole or in part, without Seeqer Strategies, LLC (“Seeqer”)’s prior written consent. Any attempted assignment in violation of this Section is null and void. Seeqer may freely assign this Agreement, including to any affiliate, successor, or acquirer, without Client’s consent.

14.2 Waiver. No failure or delay by either party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the party granting it.

14.3 Relationship of the Parties. The relationship between the parties is limited to that of independent contractors. Nothing in this Agreement shall be construed to create or imply any partnership, joint venture, agency, franchise, fiduciary, or employment relationship. Each party acts solely on its own behalf and has no authority to bind the other in any way unless expressly authorized in writing.

14.4 Publicity. Unless otherwise restricted by a signed non-attribution clause, Seeqer shall have the right to reference Client’s name and logo, and to use anonymized descriptions of the engagement, in Seeqer’s case studies, marketing, portfolio, proposals, and other promotional materials.

14.5 Compliance with Laws. Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement, including but not limited to U.S. export control laws, sanctions regimes, anti-corruption laws, and the applicable export laws of the jurisdiction(s) in which the Client operates.

14.6 Data Protection. Each party shall comply with all applicable data protection and privacy laws, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any successor or equivalent legislation. Client remains solely responsible for ensuring compliance with respect to any personal data it provides to Seeqer or processes in connection with Seeqer’s services.

14.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. This Section shall be read in harmony with Section 11.6.

14.8 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by both parties. For purposes of this Section, “in writing” includes confirmed meeting transcripts, emails, or other electronic communications clearly indicating agreement by the parties. Notwithstanding the foregoing, changes to operational standards, account management structure, or internal business processes that do not materially alter Client's pricing, call frequency, or core service deliverables may be implemented without Client signature, provided Client is given reasonable notice via email.

14.9 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures, scanned PDF copies, DocuSign or similar e-signature tools, and email confirmations evidencing assent shall be deemed valid and binding execution of this Agreement.

14.10 Entire Agreement. This Agreement (including any exhibits/schedules) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, proposals, or communications, whether written or oral, relating to its subject matter.

14.11 Headings. Headings are for convenience only and do not affect interpretation.

15. Appendix / Schedule

15.1 Delivery Schedule. Unless otherwise agreed in writing, services will be delivered in accordance with the scope agreed during onboarding and confirmed in the most recent delivery plan. Any delivery dates are estimates only and subject to change based on dependencies, approvals, and capacity planning.

15.2 Membership Tiers (Grandfathered Accounts Only). For Clients onboarded prior to January 1, 2025, the following membership tiers remain in effect:

One Call — $1,500 per month. Includes 1 strategy call. Strategy developed out of the call.
Two Calls — $2,500 per month. Includes 2 strategy calls. Strategy developed out of calls.
Three Calls — $4,500 per month. Includes 3 strategy calls. Strategy developed out of calls.

All membership tiers are capacity-based, not deliverable-based. Calls not used within the billing month are forfeited. Membership tiers are no longer offered to new Clients after January 1, 2025.

15.3 Fee Schedule.

Retainer Services: Payable in advance on the 1st of each month.
Additional Executional Services: Payable per scope of work and subject to prior written approval by both parties.
Milestone Billing (if applicable): Any milestone billing must include a risk insurance fee of at least twenty-five percent (25%) of the original cost of scope.

15.4 Change Orders. Any requests to alter the scope, schedule, or deliverables must be submitted in writing to Seeqer. All change orders must (a) describe the change requested, (b) outline the impact on cost, timeline, and capacity, and (c) be approved in writing (email confirmation or signed transcript record suffices). No change order is valid until expressly accepted by Seeqer.

15.5 Definitions. The following definitions supplement Section 1:

“Call” means a scheduled strategic advisory session conducted by Seeqer with the Client.
“Capacity” means the pre-paid allocation of Seeqer’s time and resources per billing cycle.
“Delivery Plan” means the structured schedule of milestones and dependencies shared by Seeqer for Client visibility.
“Executional Services” means services beyond advisory/strategic scope, only undertaken with additional fees as agreed in writing.
“Grandfathered Client” means a Client who entered into a membership-tier engagement prior to January 1, 2025.
“Risk Insurance Fee” means the surcharge applied to any milestone billing to cover project risk, set at a minimum of 25%.