SMBAI – TERMS OF SALE & SERVICE SUBSCRIPTION AGREEMENT

Effective Date: 1 April 2025

This Terms of Sale & Service Subscription Agreement (“Agreement”) is a legally binding contract between you (“User,” “you”) and SMBAI (“Company,” “we,” “us”). This Agreement governs your “purchase” of, and subscription to, the automated AI trading services (the “Service”) offered on the SMBAI Platform (“Platform”).

This Agreement is to be read in conjunction with our main Terms and Conditions and Privacy Policy. By making a deposit of funds, you are executing this Agreement and agree to be bound by all terms herein.

1. DEFINITIONS

• “Purchase”: The act of depositing and allocating funds (e.g., USDT, BNB) to your SMBAI Account for the purpose of activating and utilizing the AI Trading Service.
• “Service”: The grant of a limited, revocable, non-transferable license to utilize our proprietary AI trading algorithms to manage and trade your Deposited Funds.
• “Deposited Funds”: The capital (in the form of Cryptocurrency) that you transfer to your SMBAI Account.
• “Subscription”: The ongoing nature of the Service, which is active as long as you maintain a sufficient balance of Deposited Funds in your Account.
• “Fee”: The compensation paid by you to the Company for the Service, primarily in the form of a “Performance Fee” (a percentage of profits generated).

2. THE “SALE” OF THE SERVICE

2.1. Nature of the Service: You are not purchasing any goods, commodities, securities, or guaranteed financial instruments. You are purchasing a revocable, subscription-based license to use our automated software (the AI) to trade on your behalf with your Deposited Funds.

2.2. No Guarantee of Performance: The “product” (the Service) is provided on a strict “AS-IS” and “AS-AVAILABLE” basis. We make absolutely no warranty, representation, or guarantee as to the performance, profitability, or results of the Service. The purchase of this Service comes with the explicit acknowledgment that it may result in the total loss of your Deposited Funds.

2.3. No Investment Advice: This Agreement is not a solicitation for investment or an offer of financial advice. We do not act as your financial advisor, broker, or fiduciary. Your decision to purchase the Service is made solely at your own discretion and risk.

3. PRICE, PAYMENT, AND FEES

3.1. Price: The “price” of the Service is not an upfront cost. The “price” is the Performance Fee and any other applicable fees (e.g., withdrawal fees) as detailed on the Platform and in our Terms and Conditions.

3.2. Payment for Service (Performance Fee):

• (a) You agree that “payment” for the Service shall be automatically deducted by the Company from your Account, based on the profits (if any) generated by the AI.
• (b) The specific percentage and calculation methodology (e.g., high-water mark) of the Performance Fee are specified in our Terms and Conditions or on the Platform.
• (c) This fee is the primary consideration for the “sale” of the Service license.

3.3. All Fees Non-Refundable: All fees, including Performance Fees, that have been successfully charged and deducted by the Company are final and non-refundable under any circumstances, even if your Account subsequently incurs losses.

4. INITIATION OF SALE (DEPOSIT OF FUNDS)

4.1. Initiating the Transaction: The “sale” is initiated when you successfully deposit funds into your SMBAI Account. You are solely responsible for initiating this transaction.

4.2. Deposit Methods:

• (a) Direct Crypto Deposit: You may purchase the Service by transferring approved Cryptocurrencies (e.g., BNB on BEP-20) to the wallet address provided in your Account. You bear all responsibility for using the correct network and address. Funds sent to the wrong address or network are permanently lost and will not be refunded or credited.
• (b) Third-Party Agent Deposit: If you use a Third-Party Agent (e.g., via UPI), your transaction is with that agent. The “sale” is not considered complete by us until the corresponding Cryptocurrency (e.g., USDT) is confirmed as received in our designated wallet. We are not a party to your fiat-to-crypto transaction with the agent and are not liable for any losses or disputes arising from it.

4.3. No “Chargebacks” or Reversals: All transactions funding your Account (i.e., crypto deposits) are, by their nature, irreversible. You have no right to a “chargeback,” reversal, or refund of your deposited funds from the Company.

5. FULFILLMENT AND DELIVERY OF SERVICE

5.1. Service Activation: Upon our confirmed receipt of your Deposited Funds, the Service (the AI trading license) will be activated for your Account.

5.2. Delivery: “Delivery” of the Service is deemed to occur when our AI algorithms begin managing the Deposited Funds allocated by you for trading.

5.3. Ongoing Service: The Service is delivered on an ongoing, subscription basis and will continue to operate as long as you maintain a sufficient Account balance and your Account remains in good standing.

6. CANCELLATION, TERMINATION, AND REFUND POLICY

6.1. Cancellation by User (Withdrawal):

• (a) You may “cancel” your subscription to the Service at any time by requesting a withdrawal of your Deposited Funds in accordance with our Terms and Conditions and withdrawal policies (e.g., UPI for $10-$20, USDT via BSC/Solana).
• (b) A cancellation request will terminate the AI’s management of the funds you wish to withdraw.
• (c) We reserve the right to take a reasonable amount of time to process your cancellation (withdrawal) request, as detailed in our Terms and Conditions.

6.2. Termination by Company:

• (a) We reserve the right to terminate this Agreement and your access to the Service at any time, for any reason, including but not limited to, a breach of our Terms and Conditions or suspicious activity, as stated in our main Terms.

6.3. CRITICAL: NO REFUND POLICY

• (a) No Refunds on Initial Deposit: Your Deposited Funds are an investment, not a purchase of a good. The “sale” is final upon deposit. We do not offer refunds on your initial deposit. Your only method of retrieving funds is via the standard withdrawal process.
• (b) No Refunds for Trading Losses: You are not entitled to any refund, compensation, or reimbursement for any and all losses incurred from the AI’s trading activities. The “product” you purchased is access to the AI’s service, not a guarantee of its results. You acknowledge that the “product” (the Service) was delivered and fulfilled even if it resulted in a loss.
• (c) Withdrawal of Remaining Balance: When you “cancel” (withdraw), you are entitled to the remaining available balance in your Account at the time of processing. This amount may be significantly less than your initial deposit due to trading losses.
• (d) No Refunds on Fees: As stated in Section 3.3, all Performance Fees and other fees are non-refundable.

7. ACKNOWLEDGEMENT OF SALE “AS-IS”

By executing this “Terms of Sale” Agreement through a deposit of funds, you hereby acknowledge, represent, and warrant the following:

7.1. You have read and agree to this Agreement, the Terms and Conditions, and the Privacy Policy.

7.2. You are “purchasing” a high-risk, speculative software service and not a guaranteed return.

7.3. You understand that the “sale” is final upon deposit and that your Deposited Funds are not refundable.

7.4. You understand that you may lose 100% of your Deposited Funds and that the Company is not liable for these losses.

7.5. You understand that the Service is provided “AS-IS” without any warranty of performance, profit, or success.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in our main Terms and Conditions, without regard to its conflict of law principles. All disputes shall be handled via the mandatory arbitration clause found in the Terms and Conditions.