Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Provectus Systems ("Company," "we," "us," or "our") regarding your access to and use of our website, software platforms, products, and services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

Provectus Systems provides software solutions, system integration services, and technology platforms including but not limited to:

• Provectus Quantus: A trading and portfolio management platform
• Custom hardware and software system development
• Data integration and analytics solutions
• System architecture and engineering services

The Services are provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without prior notice.

3. Financial Services Disclaimer and Risk Warning

3.1 Not Investment Advice

Provectus Systems is a technology provider. We do NOT provide investment advice, financial planning, brokerage services, or recommendations regarding the purchase or sale of securities. Our Services are tools for executing your own investment decisions. You are solely responsible for:

• All investment decisions made using our platform
• Evaluating the suitability of any investment strategy
• Assessing your own financial situation and risk tolerance
• Seeking professional financial advice when needed

3.2 Third-Party Brokerage Services

Our platform integrates with third-party brokerage services (including but not limited to Charles Schwab, Alpaca Markets, and others). We are not a registered broker-dealer or investment advisor. All securities transactions are executed through your accounts with these third-party brokers, and you are subject to their terms of service, fees, and regulations.

We are not responsible for:

• The actions, policies, or failures of third-party brokers
• Execution quality, delays, or failures in trade processing
• Market data accuracy or timeliness
• Account restrictions, margin calls, or liquidations imposed by brokers
• Changes to third-party APIs, services, or availability

3.3 Risk of Loss

You acknowledge and accept that:

• You may lose some or all of your invested capital
• Leveraged trading carries additional risk and may result in losses exceeding your account balance
• Market volatility can result in rapid and substantial losses
• Software errors, connectivity issues, or system failures may impact your ability to trade
• Historical performance data does not guarantee future results

3.4 No Guaranteed Results

We make no representations or warranties regarding the potential profitability of any trading strategy, algorithm, or system. Any backtesting, simulated trading, or hypothetical results do not represent actual trading and may not reflect the impact of material economic and market factors.

4. User Accounts and Registration

4.1 Account Creation

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and account credentials
• Immediately notify us of any unauthorized access to your account
• Accept responsibility for all activities conducted through your account

4.2 Account Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts to use our Services. By creating an account, you represent and warrant that you meet these requirements.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without cause, including if we reasonably believe you have violated these Terms. You may terminate your account at any time by contacting us.

5. Acceptable Use Policy

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Engage in fraudulent, deceptive, or manipulative trading practices
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our Services
• Reverse engineer, decompile, or disassemble any part of our software
• Use our Services to transmit viruses, malware, or harmful code
• Scrape, mine, or harvest data from our Services without authorization
• Use automated systems to access our Services in a manner that exceeds reasonable request volume
• Resell, sublicense, or redistribute our Services without written permission
• Use our Services for illegal market manipulation, insider trading, or money laundering

6. Intellectual Property Rights

6.1 Our Intellectual Property

All intellectual property rights in the Services, including but not limited to software, source code, algorithms, designs, trademarks, logos, text, graphics, and documentation, are owned by or licensed to Provectus Systems. These Terms do not grant you any ownership rights in our intellectual property.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

6.3 User Content

You retain ownership of any data, information, or content you submit to our Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, process, and store your User Content solely to provide the Services to you.

7. Fees, Payment, and Billing

7.1 Service Fees

Certain features of our Services may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified. You agree to pay all applicable fees for the Services you select.

7.2 Subscription Plans

Subscription fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified). Your subscription will automatically renew unless you cancel before the renewal date. We reserve the right to change our fees with 30 days' notice.

7.3 Refund Policy

All fees are non-refundable except as required by law or explicitly stated in your service agreement. If you cancel your subscription, you will retain access until the end of your current billing period, but no prorated refunds will be issued.

7.4 Taxes

You are responsible for all applicable taxes, duties, and assessments associated with your use of the Services, except for taxes based on our net income.

8. Limitation of Liability

8.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will meet your requirements or be uninterrupted, timely, secure, or error-free
• The results obtained from using the Services will be accurate or reliable
• Any errors in the software will be corrected
• Market data, quotes, or execution prices will be accurate or current

8.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVECTUS SYSTEMS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• TRADING LOSSES OR INVESTMENT LOSSES
• BUSINESS INTERRUPTION
• COST OF SUBSTITUTE SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

8.3 Maximum Liability

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

9. Indemnification

You agree to indemnify, defend, and hold harmless Provectus Systems, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of or inability to use the Services
• Your violation of these Terms
• Your violation of any rights of another party, including third-party brokers
• Your User Content
• Your trading activities and investment decisions

10. Data and Privacy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy. By using our Services, you consent to our collection and use of your data as described in the Privacy Policy.

11. Third-Party Services and Links

Our Services may contain links to third-party websites, services, or resources, including brokerage platforms and market data providers. We are not responsible for:

• The availability, accuracy, or content of third-party services
• The privacy practices or terms of service of third parties
• Any damages or losses caused by your use of third-party services

Your use of third-party services is at your own risk and subject to their terms and conditions.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

If you do not agree to the modified Terms, you must stop using our Services and may terminate your account.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

13.2 Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTION LAWSUITS.

13.3 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms you agree to when using specific features, constitute the entire agreement between you and Provectus Systems regarding the Services.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15. Contact Information

If you have any questions about these Terms, please contact us at: