GAIN INSTANT LLC

Last Updated: January 10, 2025

Gain Instant LLC (“Company,” “we,” “us,” or “our”) provides strategic advisory and infrastructure services, which may include immersive experiences, extended-reality environments, and selective social media management, including but not limited to GI Foundation, GI Advisory, GI Concierge+, GI XR (Extended Reality), and GI Off-Grid. These Terms and Conditions (“Terms”) govern your access to and use of GainInstant.com and all related services.

By accessing, enrolling in, or using our services, you agree to be legally bound by these Terms and our Privacy Policy.

If you do not agree, you may not use our services.

1. Services Overview

Gain Instant LLC provides structured advisory and infrastructure services, which may include:

• GI Foundation

• GI Advisory

• GI Concierge+

• GI XR (Extended Reality)

• GI Off-Grid

Scope, availability, and deliverables vary by engagement and may be governed by supplemental agreements, addenda, waivers, or written proposals.

Unless explicitly stated in writing, services are advisory and strategic in nature.

We do not provide legal, tax, investment, medical, psychological, or financial advice.

1A. Social Media Management, Content Consulting & Vendor Integration

Company provides social media management, content consulting, creative positioning, posting coordination, or external vendor integration services to support brand positioning and digital presence. Such services are offered selectively and are provided solely to support brand presence and digital positioning without guaranteeing growth, engagement, algorithm performance, or platform outcomes.

Company does not guarantee:

• Follower growth

• Engagement metrics

• Algorithm performance

• Platform reach

• Revenue generation

• Account verification

• Platform stability

Client acknowledges that social media platforms operate independently and may modify policies, algorithms, or enforcement standards at any time.

Company shall not be responsible for:

• Platform suspensions

• Account penalties

• Content removal

• Algorithmic changes

• Third-party vendor errors

• Platform outages

Client retains full ownership and responsibility over their accounts, content, disclosures, regulatory compliance, and adherence to platform terms. Client represents and warrants that all content provided complies with applicable intellectual property laws, advertising regulations, and third-party platform policies.

2. Acceptance & Electronic Agreement

By enrolling in services, making payment, or electronically accepting these Terms, you acknowledge that:

• You have read and understood these Terms

• You are legally capable of entering into a binding agreement

• Electronic acceptance constitutes a legally binding contract

3. Eligibility

Services are available only to individuals or businesses aged 18 or older with authority to enter binding agreements.

4. Nature of Relationship

Gain Instant LLC operates solely as an independent contractor.

Nothing in these Terms creates:

• A partnership

• A joint venture

• A fiduciary relationship

• An employment relationship

Client retains full control over business decisions and implementation.

All third-party decisions remain outside Company control.

Company does not act as an agent, broker, investment advisor, securities intermediary, fiduciary, or legal representative of Client unless expressly agreed in a separately executed written agreement.

5. No Guarantees

Company does not guarantee:

• Revenue

• Growth

• Engagement

• Platform performance

• Investor funding

• Conversions

• Strategic outcomes

• Personal transformation

All services are advisory and effort-based.

Results depend on external variables outside Company control.

6. Fees & Payment

By purchasing services, you agree to:

• Pay all fees as outlined in your engagement agreement

• Provide accurate billing information

• Authorize recurring billing where applicable

Payments are due as specified in your agreement. All fees are final and non-refundable once services begin, unless explicitly stated in writing. Failure to maintain valid payment information may result in suspension or termination.

Company reserves the right to modify pricing upon thirty (30) days written notice. Continued use of services after such notice constitutes acceptance of updated pricing.

Unless otherwise specified in a written agreement, services billed on a recurring basis automatically renew at the end of each billing cycle. Client may cancel prior to the next billing date to prevent future charges. Cancellation does not affect fees already earned for the current billing period.

Client-initiated chargebacks constitute a material breach of these Terms and may result in:

• Immediate termination

• Collections action

• Legal enforcement

Client agrees to reimburse Company for reasonable collection costs, administrative fees, and legal expenses incurred in recovering unpaid balances.

7. Intellectual Property

All proprietary systems, methodologies, frameworks, materials, presentations, documentation, XR architecture, infrastructure models, and operational processes remain the sole property of Gain Instant LLC.

No ownership transfer is implied unless expressly stated in writing.

Client retains ownership of brand assets supplied.

8. Confidentiality

Both parties agree to maintain confidentiality of non-public business, financial, technical, and strategic information disclosed during engagement (“Confidential Information”).

Confidential Information does not include information that:

• Becomes publicly available without breach

• Was lawfully known prior to disclosure

• Is independently developed

• Is required by law to be disclosed

This obligation survives termination.

9. Client Responsibilities

Client agrees to:

• Provide accurate information

• Comply with applicable laws

• Comply with third-party platform policies

• Respond in timely manner

Company is not responsible for:

• Platform suspensions

• Third-party enforcement actions

• Regulatory changes

• Vendor outages

• Third-party contractual disputes

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Gain Instant LLC, its owners, contractors, affiliates, employees, and representatives from and against any and all third-party claims, demands, liabilities, damages, losses, judgments, settlements, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Client-provided content

• Client misrepresentation

• Client business operations

• Platform violations

• Regulatory violations

• Agreements entered into directly by Client

• Breach of these Terms

This obligation survives termination.

11. Limitation of Liability

To the maximum extent permitted by law:

Company shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to:

• Lost profits

• Lost opportunities

• Business interruption

• Reputational harm

In no event shall Company’s total liability exceed the total fees paid by Client in the three (3) months preceding the claim.

11A. Disclaimer of Warranties

To the maximum extent permitted by law, the website and all services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or performance.

Company does not warrant that services will meet Client expectations, operate without interruption, or be error-free.

12. Force Majeure

Company shall not be liable for failure or delay caused by events beyond reasonable control, including:

• Platform restrictions

• Regulatory changes

• Government action

• Internet outages

• Vendor interruptions

• Natural disasters

13. Termination

Company may suspend or terminate services at any time for:

• Non-payment

• Legal risk

• Breach of Terms

• Misconduct

Termination does not relieve payment obligations.

Sections relating to Payment Obligations, Indemnification, Confidentiality, Intellectual Property, Limitation of Liability, Dispute Resolution, and Governing Law shall survive termination.

13A. Non-Solicitation

During the term of engagement and for twelve (12) months thereafter, Client agrees not to directly solicit, hire, or contract any employee, contractor, or representative of Gain Instant LLC who was materially involved in providing services, without prior written consent.

This does not restrict general public job postings not specifically directed at Company personnel.

This obligation survives termination.

14. Dispute Resolution

These Terms are governed by the laws of the State of Tennessee.

For disputes involving less than $10,000, either party may bring an individual claim in small claims court in Tennessee. For disputes involving $10,000 or more, disputes shall be resolved through binding arbitration conducted in Tennessee under the rules of the American Arbitration Association (AAA).

Arbitration shall be conducted by a single arbitrator. Judgment may be entered in any court of competent jurisdiction. Each party agrees that disputes shall be conducted on an individual basis only.

Class actions, consolidated actions, and representative proceedings are expressly waived. Each party knowingly and voluntarily waives any right to a trial by jury for any dispute arising under these Terms.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. Each party shall bear its own attorneys fees and costs unless otherwise required by law or determined by the arbitrator.

Any claim, demand, or cause of action arising out of or relating to these Terms or the services provided must be initiated within six (6) months after the claim first arises. Failure to initiate a claim within this period shall constitute a permanent waiver of such claim. This limitation applies regardless of the form of action, whether in contract, tort, statute, or otherwise.

15. GI XR Services Addendum

This Addendum supplements these Terms and controls solely with respect to GI XR services.

15.1 Scope

GI XR provides immersive extended-reality environments designed for revenue, engagement, and experiential use cases.

15.2 No Guarantees

No revenue, conversion, engagement, or performance guarantees are made.

15.3 Client Responsibilities

Client is responsible for compliance, intellectual property rights, and asset accuracy.

15.4 Third-Party Dependencies

Company is not responsible for outages or failures of third-party XR tools or hosting platforms.

15.5 Intellectual Property

Company retains XR frameworks and architecture. Client retains supplied assets.

15.6 XR Liability

Company shall not be liable for indirect or consequential damages arising from XR services.

16. GI Off-Grid Liability Waiver & Assumption of Risk

16.1 Nature

GI Off-Grid is advisory and strategic, not therapy, wellness, or financial advisory.

16.2 Assumption of Risk

Participant acknowledges that GI Off-Grid may involve, without limitation:

• Travel to remote, rural, mountainous, or unfamiliar locations

• Outdoor activities and environmental exposure

• Physical movement, hiking, walking, or optional driving experiences

• Extended strategic discussions and decision-making sessions

• Emotional reflection, psychological discomfort, or cognitive strain

Participant understands that participation may involve risks including, but not limited to:

• Physical injury

• Emotional distress

• Mental stress

• Travel-related risks

• Environmental hazards

• Illness

• Property damage

• Delays or disruptions beyond Company control

Participant voluntarily and knowingly assumes all risks, known and unknown, associated with participation.

16.3 No Guarantees

No guarantees of clarity, outcomes, or transformation.

16.4 Release of Liability

To the fullest extent permitted by law, Participant hereby releases, waives, discharges, and holds harmless Gain Instant LLC, its owners, contractors, affiliates, employees, and representatives from any and all claims, liabilities, damages, losses, or expenses arising out of or related to participation in GI Off-Grid, including but not limited to claims for personal injury, emotional distress, property damage, travel-related incidents, or other unforeseen circumstances.

16.5 Personal Responsibility

Participant affirms that they are physically and mentally capable of participating and assume full responsibility for their actions, decisions, interpretations, and outcomes before, during, and after the experience.

Participant is responsible for securing their own health insurance, travel insurance, and any necessary medical clearances prior to participation.

16.6 Confidentiality & Non-Disclosure

Participant agrees not to:

• Record

• Distribute

• Publicly disclose

• Share with third parties

any portion of the experience without prior written consent.

This obligation survives completion.

17. External Platforms

Company is not responsible for outages, enforcement actions, or policy changes of third-party platforms.

18. Entire Agreement

These Terms, together with any signed engagement agreement, addenda, waivers, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, representations, or understandings, whether written or oral.

If any provision is unenforceable, the remainder remains in effect.

Failure to enforce any provision does not waive future enforcement.

Client acknowledges that they are not relying on any oral statements, projections, forward-looking statements, or representations not expressly set forth in a signed written agreement.

18A. Modifications to Terms

Company reserves the right to update or modify these Terms at any time. Updated versions will be posted with a revised “Last Updated” date. Continued use of services after such updates constitutes acceptance of the revised Terms.

19. Contact

Gain Instant LLC

Support@GainInstant.com

By engaging our services, you acknowledge and agree to these Terms and Conditions.