This White Label Analytics Platform License Agreement ("Agreement") is entered into as of the date of last signature below ("Effective Date"), by and between:

1. DEFINITIONS

1.1 "Platform" means the TRADARS white-label analytics platform, including all data feeds, visualizations, AI-powered analysis, educational modules, and related software delivered as a hosted service.

1.2 "End Users" means the Broker's registered clients who access the Platform through the Broker's branded deployment.

1.3 "Broker Branding" means the Broker's trade name, logos, color palette, and domain configuration applied to the Platform instance.

1.4 "Monthly License Fee" means the recurring fee of $_________/mo described in Schedule A, payable in advance each calendar month.

1.5 "IB Revenue Share" means the optional introducing-broker commission structure described in Schedule B (if applicable).

1.6 "Service Level" means the uptime and performance standards set forth in Schedule C.

1.7 "Broker Data" means all data uploaded, generated, or collected by or on behalf of Broker and its End Users through the Platform, including but not limited to configuration settings, usage analytics, and any content created within Broker's instance.

2. GRANT OF LICENSE

2.1 Subject to the terms of this Agreement, Licensor grants Broker a non-exclusive, non-transferable, revocable license to access and display the Platform under Broker Branding for the sole purpose of providing analytics and educational content to End Users.

2.2 Broker may not sublicense, resell, or redistribute the Platform or any component thereof to any third party without Licensor's prior written consent.

2.3 All intellectual property rights in the Platform, including source code, data models, algorithms, UI/UX designs, and content, remain the exclusive property of Licensor. Nothing in this Agreement transfers ownership of any intellectual property to Broker.

3. BROKER OBLIGATIONS

3.1 Compliance. Broker shall comply with all applicable laws, regulations, and licensing requirements in each jurisdiction where the Platform is made available to End Users, including but not limited to financial services regulations, data protection laws (GDPR, CCPA, etc.), and anti-money laundering requirements.

3.2 Disclaimers. Broker shall display all required disclaimers provided by Licensor, including but not limited to: (a) the Platform does not constitute investment advice, (b) past performance does not guarantee future results, and (c) trading involves substantial risk of loss.

3.3 End User Terms. Broker shall require all End Users to accept terms of service that include, at minimum, the disclaimers and liability limitations set forth in Exhibit A attached hereto.

3.4 Brand Guidelines. Broker shall comply with Licensor's brand guidelines when applying Broker Branding to the Platform. Licensor reserves the right to approve or reject any branding modifications.

3.5 Insurance. Broker shall maintain, at its own expense, commercially reasonable insurance coverage throughout the Term, including: (a) commercial general liability insurance with minimum limits of $1,000,000 per occurrence, (b) professional liability / errors and omissions insurance with minimum limits of $1,000,000 per claim, and (c) cyber liability insurance with minimum limits of $1,000,000 per incident. Broker shall provide certificates of insurance upon Licensor's written request.

3.6 Acceptable Use. Broker shall not, and shall not permit End Users to: (a) use the Platform for any unlawful purpose, (b) reverse engineer, decompile, or disassemble any part of the Platform, (c) attempt to access systems or data not intended for Broker, (d) introduce malicious code, or (e) use the Platform in any manner that could damage, disable, or impair the Platform's operation.

4. FEES AND PAYMENT

4.1 Monthly License Fee. Broker shall pay the Monthly License Fee set forth in Schedule A, due on the first business day of each calendar month. Fees are non-refundable except as expressly stated in this Agreement.

4.2 Payment Method. All payments shall be made via credit card (USD) or cryptocurrency (BTC, ETH, USDT, or USDC). Invoices will be provided by the 25th of the preceding month. Cryptocurrency payments shall be settled at the exchange rate published by CoinGecko at the time of invoice generation.

4.3 Late Payments. Payments not received within ten (10) days of the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

4.4 Suspension for Non-Payment. Licensor may suspend Broker's access to the Platform if any payment is more than fifteen (15) days overdue, upon five (5) days' written notice.

4.5 Fee Adjustments. Licensor may adjust the Monthly License Fee upon sixty (60) days' prior written notice, effective at the start of the next renewal term. If Broker does not agree to the adjusted fees, Broker may terminate this Agreement by providing written notice within thirty (30) days of the adjustment notice.

5. SERVICE LEVELS AND SUPPORT

5.1 Uptime Commitment. Licensor shall use commercially reasonable efforts to maintain Platform availability of 99.5% on a monthly basis, measured excluding scheduled maintenance windows. "Availability" means the Platform is accessible and materially functional for End Users.

5.2 Scheduled Maintenance. Licensor shall provide Broker with at least twenty-four (24) hours' advance notice of scheduled maintenance windows. Licensor shall use commercially reasonable efforts to schedule maintenance during off-peak hours (between 12:00 AM and 6:00 AM Eastern Time).

5.3 Service Credits. If Platform availability falls below 99.5% in any calendar month (excluding scheduled maintenance and force majeure events), Broker shall receive a service credit equal to: (a) 5% of that month's fee for availability between 99.0% and 99.4%, (b) 10% for availability between 95.0% and 98.9%, (c) 25% for availability below 95.0%. Service credits are Broker's sole remedy for downtime and shall be applied against the next monthly invoice. Credits do not carry forward beyond sixty (60) days.

5.4 Technical Support. Licensor shall provide Broker with technical support during business hours (9:00 AM – 6:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays) via email at support@tradars.com. Licensor shall use commercially reasonable efforts to respond to support requests within the following timeframes:

• Critical (Platform unavailable): Initial response within four (4) hours
• High (major feature degraded): Initial response within eight (8) business hours
• Normal (minor issues, questions): Initial response within two (2) business days

5.5 Escalation. If a Critical issue is not resolved within twelve (12) hours, Broker may escalate to Licensor's designated technical lead. Licensor shall provide Broker with escalation contact information upon execution of this Agreement.

6. TERM AND TERMINATION

6.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months ("Initial Term"), unless terminated earlier in accordance with this Section 5.

6.2 Renewal. After the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases to operate.

6.4 Termination for Convenience. Either party may terminate this Agreement for any reason upon ninety (90) days' written notice.

6.5 Effect of Termination. Upon termination: (a) Broker's license and access to the Platform shall immediately cease, (b) Broker shall remove all Platform branding and content from its properties within fourteen (14) days, (c) all accrued fees and obligations shall survive, and (d) Sections 2.3, 6.6, 7, 8, 9, 11, and 13 (IB Client Protection) shall survive termination.

6.6 Data Return and Portability. Upon termination or expiration of this Agreement, Licensor shall, at Broker's written request made within thirty (30) days of termination: (a) provide Broker with a complete export of all Broker Data in a standard machine-readable format (CSV or JSON), (b) provide reasonable assistance in transitioning End User accounts if Broker migrates to an alternative platform, and (c) permanently delete all Broker Data from Licensor's systems within sixty (60) days of termination, except as required by law or for legitimate backup retention. Licensor shall confirm deletion in writing upon Broker's request.

6.7 Transition Period. Upon written request, Licensor shall provide a transition period of up to thirty (30) days following the termination date during which Broker may continue to access the Platform in read-only mode for the sole purpose of data extraction. This transition period shall not require additional fees unless extended beyond thirty (30) days by mutual written agreement.

7. CONFIDENTIALITY

7.1 Each party agrees to hold in confidence and not disclose to any third party any Confidential Information received from the other party. "Confidential Information" includes business strategies, financial data, customer lists, pricing, technology, and any information marked or reasonably understood to be confidential.

7.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law, provided the receiving party gives prompt notice.

8. DATA PROTECTION AND PRIVACY

8.1 Each party shall comply with all applicable data protection laws, including GDPR, CCPA, and any local data protection regulations applicable to Broker's jurisdiction.

8.2 Licensor acts as a data processor with respect to End User data processed through the Platform. Broker acts as the data controller. The parties shall execute a Data Processing Agreement ("DPA") as set forth in Exhibit B if required by applicable law.

8.3 Licensor shall implement appropriate technical and organizational measures to protect End User data, including encryption in transit and at rest, access controls, and regular security audits.

9. LIMITATION OF LIABILITY

9.1 THE PLATFORM IS PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.2 IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY BROKER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

9.4 LICENSOR SHALL NOT BE LIABLE FOR ANY TRADING LOSSES, INVESTMENT LOSSES, OR FINANCIAL DAMAGES INCURRED BY BROKER OR END USERS. THE PLATFORM IS FOR EDUCATIONAL AND ANALYTICAL PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT ADVICE.

10. INDEMNIFICATION

10.1 Broker shall indemnify, defend, and hold harmless Licensor from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) Broker's use of the Platform, (b) Broker's End Users' activities, (c) Broker's violation of applicable laws, or (d) Broker's breach of this Agreement.

10.2 Licensor shall indemnify Broker against third-party claims that the Platform infringes such third party's intellectual property rights, provided Broker promptly notifies Licensor and cooperates in the defense.

11. AUDIT RIGHTS

11.1 Broker may, upon thirty (30) days' prior written notice and no more than once per calendar year, conduct or commission an independent third-party audit of Licensor's compliance with the data protection obligations set forth in Section 8 and the security measures described in this Agreement. Such audit shall be conducted during normal business hours and shall not unreasonably interfere with Licensor's operations.

11.2 Licensor shall cooperate with such audits and provide reasonable access to relevant systems, records, and personnel. If an audit reveals a material non-compliance, Licensor shall: (a) remediate the non-compliance within thirty (30) days, and (b) bear the reasonable costs of the audit. If no material non-compliance is found, Broker shall bear the cost of the audit.

11.3 Licensor shall maintain SOC 2 Type I compliance (or equivalent) and shall provide Broker with a copy of its most recent compliance report upon written request. If Licensor does not yet hold SOC 2 certification, Licensor shall provide a written summary of its security controls and policies upon request.

12. DISPUTE RESOLUTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles.

12.2 Any dispute arising under this Agreement shall first be submitted to good-faith mediation. If mediation fails within thirty (30) days, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Fayette County, Georgia.

12.3 The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys' fees and costs.

13. IB CLIENT PROTECTION

13.1 Client Retention. All clients acquired, onboarded, or serviced during the term of this Agreement shall remain under the TRADARS IB (Introducing Broker) account structure permanently, including after expiration or termination of this Agreement for any reason.

13.2 Ongoing Commission Rights. TRADARS shall continue to earn IB commissions on all trading activity generated by clients acquired during the partnership, in perpetuity. This right is not contingent upon the continuation of this Agreement.

13.3 Prohibition on Reassignment. Broker shall not reassign, migrate, transfer, or remove any client from the TRADARS IB account structure without TRADARS' prior written consent. Any unauthorized reassignment shall constitute a material breach of this Agreement.

13.4 Coaching Relationships. All coaching relationships established during the partnership — including those built by dedicated coaches, mentors, or training staff engaged by TRADARS — are TRADARS assets. These relationships, and the associated IB revenue streams, remain connected through TRADARS regardless of the status of this Agreement.

13.5 Survival. This Section 13 shall survive termination, expiration, or non-renewal of this Agreement by either party, for any reason, indefinitely.

13.6 Rationale. TRADARS invests significant time, coaching resources, and personal relationship-building to grow the client base under this partnership. These protections ensure that investment is respected and that both parties maintain aligned long-term incentives. This is standard practice in IB partnerships.

14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with its Schedules and Exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements.

14.2 Amendment. This Agreement may only be amended in writing signed by both parties.

14.3 Severability. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.5 Notices. All notices shall be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses set forth above.

14.6 Force Majeure. Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including natural disasters, war, pandemic, or government action.