ALPHAPOINT CORPORATION SOFTWARE SUBSCRIPTION AND SERVICES AGREEMENT 

Schedule A – Terms and Conditions

Last Updated: October 7, 2025

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

BEFORE USING ANY SERVICES OR PRODUCTS OFFERED BY ALPHAPOINT CORPORATION (“ALPHAPOINT”). THESE TERMS AND CONDITIONS GOVERN ALL ACCESS AND USE OF ALPHAPOINT’S SERVICES AND PRODUCTS. BY ACCEPTING THIS AGREEMENT BY SUBMITTING YOUR REGISTRATION INFORMATION TO ACCESS YOUR ACCOUNT, CLICKING TO CONFIRM YOUR ASSENT ONLINE, EXECUTING THE DEAL TERMS THAT REFERENCE THESE TERMS AND CONDITIONS AND/OR USING SUCH SERVICES AND/OR PRODUCTS, YOU AGREE TO THESE TERMS AND CONDITIONS AS AN INDIVIDUAL OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“SUBSCRIBER“). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS, ALONG WITH THE DEAL TERMS THAT REFERENCE THESE TERMS AND CONDITIONS (“DEAL TERMS”) AND ALL SCHEDULES REFERENCED AND INCORPORATED HEREIN (TOGETHER THE “AGREEMENT”), WILL APPLY TO ALL ACCESS AND USE OF ALPHAPOINT’S SERVICES AND PRODUCTS THROUGH SUBSCRIBER’S ACCOUNT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE ALPHAPOINT’S SERVICES OR PRODUCTS.

YOU ONLY HAVE RIGHTS TO AN EVALUATION VERSION OF ALPHAPOINT’S SERVICES AND PRODUCTS UNLESS AND UNTIL YOU EXECUTE THE DEAL TERMS THAT REFERENCE THESE TERMS AND CONDITIONS. THE APPLICABLE PROVISIONS OF THESE TERMS AND CONDITIONS CONSTITUTE THE AGREEMENT AND GOVERN ALL USE OF THE EVALUATION VERSION.

1. DEFINITIONS.

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement, including in the Deal Terms.

1.1 “Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, a specified Person.

1.2 “Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction; (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline, guidance, interpretation or directive; or (d) any qualification, authorization, consent, exemption, waiver, right, permit or other approval of any governmental authority.

1.3 “Confidential Information” means: (i) patents, copyrights, trade secrets, apparatus, equipment, algorithms, software programs, software source documents and formulae related to the current, future, and proposed products and services of a Party (the “Disclosing Party”), the Disclosing Party’s suppliers, and/or the Disclosing Party’s customers; (ii) the Disclosing Party’s information concerning engineering, financial information, procurement requirements, purchasing, and manufacturing; (iii) any intellectual property of any third party licensed to or held or used by the Disclosing Party, and any confidential information of a third party held by the Disclosing Party; and (iv) with respect to AlphaPoint, the terms of this Agreement, the Documentation, and the Services. All of the foregoing may be Confidential Information whether transmitted or conveyed digitally, orally, in writing, or in the form of drawings, or as otherwise perceived or observed by the Party receiving the Confidential Information (the “Receiving Party”), in the course of the performance of its obligations under this Agreement. Confidential Information does not include information or data which is: (a) known to a Receiving Party prior to its receipt from the Disclosing Party without a limitation or obligation of confidentiality under another agreement; (b) independently developed by the Receiving Party without use of any Confidential Information, unless such information or data is developed in accordance with the terms of this Agreement; (c) generally known to the public at the time of disclosure other than as a result of disclosure by the Receiving Party; or (d) received from a third party with a legal or contractual right to disclose such information or data.

1.4 “Contractor” means any third party that is under contract to provide services to Subscriber.

1.5 “Control” or “controls” and the formatives “controlling” and “controlled” mean the possession, directly or indirectly, of fifty percent (50%) or more of the equity interests of another Person or the power otherwise to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise.

1.6 “Digital Asset Digitization Services” means: (i) AlphaPoint’s proprietary platform that enables Subscriber to launch and maintain Subscriber’s own digital asset blockchain tokens and/or network via the Front End, any Updates to such platform, and any APIs provided by AlphaPoint to Subscriber in connection therewith; and (ii) the Wallet Services (as defined in Section 2.8).

1.7 “Digital Asset Exchange Services” means: (i) AlphaPoint’s proprietary platform that enables Subscriber to run Subscriber’s own digital asset exchange and, as applicable, Yield Platform, via the Front End, any Updates to such platform, and any APIs provided by AlphaPoint to Subscriber in connection therewith; and (ii) the Wallet Services.

1.8 “End User Agreements” means the agreements between, on the one hand, Subscriber and, on the other hand, an End User governing such End User’s access to and usage of the Front End, which agreements include, without limitation, a privacy and confidentiality policy and terms of service, which are (i) no less protective of AlphaPoint than the terms and conditions of this Agreement; (ii) in compliance with all Applicable Laws, including, without limitation, all consumer protection laws; and (ii) reasonably acceptable to AlphaPoint in form and content.

1.9 “End User Data” means any and all information about End Users provided by Subscriber or the End Users to AlphaPoint or to which AlphaPoint otherwise has access by virtue of this Agreement.

1.10 “End Users” means: (i) Subscriber and Subscriber’s customers who are users of the Front End or any APIs provided by AlphaPoint to Subscriber in connection therewith and (ii) all customers of AlphaPoint’s other subscribers and brokers who seek to enter into Transactions.

1.11 “Front End” means the front-end user interface that enables Subscriber to provide to End Users the ability to conduct Transactions via the Services.

1.12 “Futures Platform – Broker Model” means AlphaPoint’s proprietary technology that enables Subscriber to provide End Users with the ability to conduct perpetual futures transactions by routing orders to a pre-existing external perpetual futures venue.

1.13 “Gross Revenue” means all gross revenue generated by Subscriber in the applicable month from Transactions (e.g., Transaction fees, Transaction mark-ups, credit and debit card Transactions, ledger entries, yield commissions, Yield Distributions, transfer, deposit and withdrawal fees, interchange fees, and interest charges and fees from margin lending Transactions) and from use of the Remarketer and any other Services.

1.14 “Malicious Code” means any computer virus, Trojan horse, worm, time bomb, or other similar code or hardware component designed to disable, damage, or disrupt the operation of, permit unauthorized access to, erase, destroy, or modify any software, hardware, network, or other technology.

1.15 “Margin Trading Platform” means AlphaPoint’s proprietary technology that enables Subscriber to provide End Users with the ability to borrow funds from a Margin Lending (defined below) pool, enabling them to open a spot market position which incorporates such borrowed funds. “Margin Lending” means the mechanism by which Subscriber provides a shared pool of funds from which End Users can borrow funds to engage in margin trading.

1.16 “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, association, unincorporated organization, government agency, or political subdivision thereof or other entity.

1.17 “Remarketer” means AlphaPoint’s proprietary platform that enables automatic market-making on the Front End using third-party exchanges, any Updates to such platform, and any APIs provided by AlphaPoint to Subscriber in connection therewith.

1.18 “Services” means the services selected in the Deal Terms.

1.19 “Statement of Work” means a statement of work executed by the Parties in connection with AlphaPoint’s provision of Professional Services.

1.20 “Subscriber Content” means all content and materials Subscriber provides to AlphaPoint and/or uploads to the Services, including, without limitation, text, images, graphics, video, audio, and sound recordings.

1.21 “Subscription Fees” means the Monthly License Fees, Revenue Share, Minimum Transaction Fees and all other fees and other payment obligations due to AlphaPoint for the Services.

1.22 “Transaction” means any transactions conducted by End Users, including trades, transfers, deposits, withdrawals, with or without mark-ups, ledger entries, credit and debit card transactions, margin lending transactions and Yield Distributions.

1.23 “Update” means each patch and new release of the Services that AlphaPoint makes generally available to its other subscribers without additional charge.

1.24 “Wallet” means, for each individual digital asset, token, or coin, the digital credentials for an End User’s digital asset holdings and the mechanism that permits such End User to access and spend such individual digital asset, token or coin.

1.25 “Yield Distributions” means any distribution (e.g., dividend and interest payments, rewards and any other credits and payments) to End Users by Subscriber through its use of the Yield Platform.

1.26 “Yield Platform” means (i) AlphaPoint’s proprietary platform that enables Subscriber to launch and maintain its own yield platform to offer End Users the ability to earn yield on their assets as a part of the Digital Asset Exchange Services via the Front End, any Updates to such platform, and any APIs provided by AlphaPoint to Subscriber in connection therewith; and (ii) the Wallet Services.

2. SUBSCRIPTION; ACCESS TO DOCUMENTATION; RESTRICTIONS; THIRD-PARTY SERVICES; AND BACKGROUND CHECKS.

2.1 Subscription. Subject to the terms and conditions of this Agreement, AlphaPoint hereby grants Subscriber during the Term a limited, non-exclusive, non-transferable (except as expressly permitted herein) right and license to: (i) authorize End Users to submit Transactions to the Services via the Front End; and (ii) access and use the Services via a dashboard, in object code only, to manage, process, and service such Transactions and to onboard Subscriber Content. Subscriber may grant sublicenses under the foregoing license only to: (a) its Affiliates; and (b) Contractors for the sole purpose of accessing the Services in order to provide contracted services to Subscriber or its Affiliates. Subscriber shall be responsible to AlphaPoint for compliance with the restrictions on use and other terms and conditions of this Agreement by any such Affiliates and Contractors. During the Term, Subscriber shall not use services, platforms, or exchanges (its own or from a third party) to process transactions similar to the Transactions. If Subscriber breaches the previous sentence, any gross revenue generated by Subscriber in connection with such transactions shall constitute Gross Revenue hereunder and be subject to the Revenue Share set forth in the Deal Terms.

2.2 Provision of Services. Subject to the terms and conditions of this Agreement, AlphaPoint shall: (i) provide Subscriber access to templates and APIs for Subscriber to build the Front End; (ii) integrate the Front End into the Services; and (iii) host, maintain, service, and support the Services (and, if agreed by the Parties, the Front End). The support shall be provided pursuant to and in accordance with the Services Level Agreement, as set forth in Schedule B, which is located here. If the Front End is built entirely from AlphaPoint templates, there shall be no charge for the integration described above. If the Front End is customized in any way by or on behalf of Subscriber, AlphaPoint’s integration services described above shall be subject to a separate fee based on AlphaPoint’s then-current professional service rates. Subscriber and End Users shall be responsible for obtaining Internet connections and other third-party hardware, software, and services necessary to access the Services. From time to time, AlphaPoint may develop new products, services, and premium features that have an additional cost. These capabilities will be presented to Subscriber as options available for inclusion in an addendum to this Agreement. In the event Subscriber desires to have AlphaPoint provide integration, custom development, or other professional services outside the scope of this Section, such professional services will be governed by Section 3.

2.3 Access to Documentation. AlphaPoint shall provide Subscriber via the Services access to the Documentation, as may be updated from time to time in order to reflect any Updates. Subscriber may print copies of, use, and permit its Affiliates and Contractors to use, the Documentation solely in connection with the use of the Services.

2.4 Restrictions on Use. Subscriber shall not (and shall not authorize, direct, or request any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, or interface protocols of the Services, the Front End, or of any files contained in or generated by the Services; (ii) copy, modify, adapt, or translate the Services or the Front End or otherwise make any use, resell, distribute, or sublicense the Services or the Front End; (iii) make the Services available on a “service bureau” basis; (iv) remove or modify any proprietary markings or restrictive legends placed on the Services, the Front End, or the Documentation; (v) use the Services in violation of any Applicable Law; or (vi) introduce into the Services or the Front End any Malicious Code.

2.5 Title. As between AlphaPoint and Subscriber: (i) AlphaPoint retains all right, title, and interest in and to Services, the Documentation, the templates, the Front End (if Subscriber has used AlphaPoint’s templates in the creation of such Front End), and any other materials provided hereunder, including all intellectual property rights relating thereto, and Subscriber shall have no rights with respect to the Services, the Documentation, the templates, or any other such materials other than those license rights expressly granted under this Agreement; and (ii) Subscriber retains all right, title, and interest in and to the End User Data (except as expressly set forth herein), the Front End (if Subscriber has not used AlphaPoint’s templates in the creation of such Front End), and the Subscriber Content, including intellectual property rights relating thereto.

2.6 End User Agreements/Compliance with Applicable Law. Subscriber shall cause each End User to acknowledge and accept the applicable End User Agreement. Subscriber shall comply with the terms of such End User Agreements. Without limiting AlphaPoint’s right to approve the content of the End User Agreements, Subscriber acknowledges and agrees that each End User Agreement shall contain language substantially similar to the following: “By using the services, you represent that you are not a resident of [JURISDICTIONS] or any other jurisdiction where access to the services is illegal or is otherwise prohibited. You acknowledge that you are aware of the rules of your jurisdiction and will not use the services if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction, and that you are responsible for determining compliance with all applicable local laws in your jurisdiction. We reserve the right to suspend or terminate your access to the services without prior notice if we determine, in our judgment, that you reside in a jurisdiction that prohibits the use of the services.” The jurisdictions to be filled in the [JURISDICTIONS] placeholder in the foregoing shall be determined by Subscriber based upon which jurisdictions it is able to lawfully provide the products and services it makes available through its use of the Services. Subscriber shall at all times be responsible for ensuring that the list of prohibited jurisdictions is accurate and complete and for ensuring that End Users in prohibited jurisdictions do not use Subscriber’s products and services made available through the Services. Notwithstanding the foregoing, AlphaPoint may make available to Subscriber a list of jurisdictions in which operation of the AlphaPoint software is prohibited and Subscriber agrees that it shall restrict use of the Services in such jurisdictions. AlphaPoint is not a bank, broker-dealer, custodian, money transmitter, exchange, investment company or investment adviser. In providing the Services, AlphaPoint does not provide investment advice to Subscriber or Subscriber’s End Users or assume any responsibility for any Transactions. AlphaPoint does not operate, manage or control the Subscriber’s use of AlphaPoint’s platform. AlphaPoint is a software developer only. Its software is a white label software solution that may be customized from time to time at the Subscriber’s direction. As a “for hire” software developer, AlphaPoint assumes no regulatory responsibility in any jurisdiction in which Subscriber deploys and uses AlphaPoint software. AlphaPoint accepts no responsibility for Subscriber’s compliance with Applicable Law, and accordingly there is no privity of contract with or cause of action by any EndUser of Subscriber. Depending upon how Subscriber intends on using such software, there may be additional partnerships (with a money transmitter, bank, custodian, broker-dealer, investment adviser, surveillance program or other vendor, for example) and/or rules, regulations, policies, procedures and/or licenses that Subscriber would need to obtain, implement, integrate or comply with prior to using AlphaPoint software. For example, if Subscriber intends on offering securities or commodities to US persons, Subscriber acknowledges and agrees that it will need to evaluate which US securities and commodity laws apply to Subscriber and Subscriber may need to register, adopt certain procedures, programs and/or obtain certain licenses in order to be in compliance with US laws; and, if Subscriber does not intend on offering securities or commodities to US persons, Subscriber agrees to implement a compliance process reasonably designed to prevent US persons on Subscriber’s platform. There may be similar laws in other jurisdictions where Subscriber should ensure compliance Applicable Law. Such types of analysis should be completed by Subscriber with its legal counsel and Subscriber should consult with legal counsel in order to make legal determinations. AlphaPoint does not provide legal advice to its Subscriber or Subscriber’s End Users. The laws related to digital assets are fluid and it is solely Subscriber’s responsibility to follow and track its compliance with Applicable Law. While AlphaPoint is not responsible for Subscriber’s compliance with Applicable Law, AlphaPoint reserves the right to immediately terminate this Agreement if it has a reasonable basis that Subscriber is not operating consistent with Applicable Law or, alternatively, ask Subscriber to provide guidance from legal counsel reasonably acceptable to AlphaPoint that Subscriber is in compliance with Applicable Law. To the extent that AlphaPoint receives inquiries from any regulatory agency, governmental or other similar entity regarding Subscriber and Subscriber information, AlphaPoint will immediately contact Subscriber (if permitted pursuant to law). To the extent that Subscriber receives inquiries from any regulatory agency, governmental or other similar entity regarding Subscriber and Subscriber information, Subscriber will immediately contact AlphaPoint (if permitted pursuant to law). Subscriber agrees that if AlphaPoint is required to provide information to a regulatory agency, governmental or other similar entity, AlphaPoint may hire outside vendors (including law, technical, financial, or audit firms) to assist AlphaPoint in complying with any regulatory agency, governmental or other similar entity’s requests. In such event, Subscriber shall pay for all of AlphaPoint’s actual, out-of-pocket costs to use such vendors.

2.7 Third-Party Services. Subscriber, in its sole discretion, may order from AlphaPoint certain services (e.g., data and/or functionalities) sourced from third-party providers (the “Third-Party Services”) and Subscriber shall perform any necessary due diligence on such Third-Party Services. Such Third-Party Services may require the payment of additional fees to AlphaPoint, and such fees shall be communicated to Subscriber through the Services. For such Third-Party Services, Subscriber’s access, continued access, and use thereof are subject to additional terms required by such third-party providers. Such third-party terms shall be made available to Subscriber from time to time within the Services or directly by a third-party provider. AlphaPoint does not represent or warrant that the third-party terms made available to Subscriber are accurate or complete. By executing this Agreement, Subscriber acknowledges and agrees that: (i) such third-party terms are legally binding on Subscriber, and Subscriber shall comply with such third-party terms; (ii) no third-party term shall expand Subscriber’s rights or AlphaPoint’s obligations under this Agreement; and (iii) the various third-party terms that have been provided, are being provided contemporaneously herewith, or will be provided hereafter from time to time, are provided on a per third-party provider basis, and Subscriber shall not be entitled to draw any inference by construing together the various third-party terms; Third-party providers may require that AlphaPoint suspend or terminate Subscriber’s access to the Third-Party Services provided by that third-party provider if Subscriber fails to comply with the applicable third-party terms, and Subscriber acknowledges that AlphaPoint shall have no liability in the event of such suspension or termination. Providers of Third-Party Services are not agents of either Party. Such Third-Party Services are solely responsible for their own compliance with Applicable Law, including any applicable anti-money laundering or other laws referenced in Section 7.3 of this Agreement, and Subscriber is responsible for ensuring that its purchase of Third-Party Services does not cause Subscriber or AlphaPoint to be in violation of any such Applicable Laws. Subscriber agrees that AlphaPoint shall have no responsibility or liability to Subscriber in connection with the performance or non-performance of any Third-Party Services. ALPHAPOINT MAKES THE THIRD-PARTY SERVICES AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE THIRD-PARTY SERVICES. REPRESENTATIONS AND WARRANTIES CONCERNING THE THIRD-PARTY SERVICES, IF ANY, ARE SET FORTH IN THE THIRD-PARTY TERMS.

2.8 Wallet Services. As part of the Digital Asset Exchange Services, Yield Platform and/or Digital Asset Digitization Services, AlphaPoint may provide software and other technical support to enable Subscriber to access and manage Wallets (“Wallet Services”). Subject to Section 2.9, Wallet Services shall be provided either under the “Software” model described in subsection (a) below or the “Third Party” model described in subsection (b) below, as specified initially in the Deal Terms and as the Parties may otherwise subsequently agree in writing from time to time.

(a) If the Parties are operating under the “Software” model for Wallet Services, then all Wallets will be managed and controlled by Subscriber through Subscriber’s access to, and use of, AlphaPoint’s Wallet management software (“Wallet Software”), which shall be installed and hosted on an external server instance by AlphaPoint. Effective upon provision by AlphaPoint to Subscriber of the credentials necessary to access the Wallet Software on such server, AlphaPoint hereby grants to Subscriber, during the Term and subject to timely payment of applicable fees set forth in Section 6 of the Deal Terms, a right to access such server using such credentials for purposes of using the Wallet Software to administer Subscriber’s Wallets, solely in connection with Subscriber’s use of the Digital Asset Exchange Services, Yield Platform and/or Digital Asset Digitization Services, as applicable. Subscriber will not access or use the Wallet Software in any other manner or for any other purpose, and will not: (i) delete, copy, modify, or distribute the Wallet Software or remove the Wallet Software from the AlphaPoint server on which it is made available; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Wallet Software; (iii) use the Wallet Software in connection with any technology or service other than the Digital Asset Exchange Services, Yield Platform and/or Digital Asset Digitization Services provided hereunder; or (iv) allow any third party to access or use the Wallet Software. Subscriber is responsible for all acts and omissions of any individual accessing or using the Wallet Software using credentials provided to Subscriber. As between the Parties, custody of the Wallets and any digital asset accessible or otherwise controlled by the Wallets is held by Subscriber. AlphaPoint will not access the Wallets other than as set forth in AlphaPoint’s then-current Wallet Support Policies or as may be required by Applicable Law or legal process. SUBSCRIBER HEREBY AGREES THAT IT HAS NOT AND WILL NOT TAKE ANY ACTION OR ACCEPT ANY END USERS, WHERE SUCH ACTION OR ACCEPTANCE WOULD CAUSE ALPHAPOINT’S PROVISION OF THE SERVICES, INCLUDING WALLET SERVICES, TO VIOLATE APPLICABLE LAW.

(b) If the Parties are operating under the “Third Party” model for Wallet Services, then all Wallets will be provided by a third-party service provider, which has integrated its service with the Services (the “Wallet Provider”), and not by AlphaPoint, and shall be subject to the Wallet Provider’s terms and conditions as made available to Subscriber through the user interface of the Services. By using the Wallet Services, Subscriber agrees to be bound by such terms and conditions. Digital assets accessible or otherwise controlled by the Wallets will be under the control of Subscriber or the Wallet Provider. AlphaPoint will have no control and will not provide custody or any other services with respect to the Wallets or digital asset accessible or otherwise controlled by the Wallets. Access to Wallet Services may require the payment of additional fees to AlphaPoint and/or the applicable Wallet Provider, and such fees shall be communicated to Subscriber in the Deal Terms and/or through the Services.

2.9 Change in Law. Upon a Change in Law (as defined in Section 7.5) or otherwise at AlphaPoint’s sole discretion, AlphaPoint may provide the Wallet Services using different means or discontinue provision of the Wallet Services to Subscriber.

2.10 Background Checks. (a) AlphaPoint may, in its sole discretion and at any time, conduct background checks on Subscriber and Subscriber’s officers, directors, principals and other key persons (collectively, “Personnel”). If AlphaPoint elects to conduct such background checks, Subscriber shall obtain written consent from each such Personnel permitting Subscriber to do so and shall supply any information reasonably requested by AlphaPoint to assist AlphaPoint in conducting such background checks and to perform due diligence on such Personnel. The costs of such background checks shall be borne by Subscriber. If any such background check contains any adverse results, AlphaPoint may terminate this Agreement immediately on written notice with no obligation or liability to Subscriber. Subscriber shall provide AlphaPoint prompt written notice of any change of status after any initial background check, and will notify AlphaPoint of any new Personnel named during the Term. (b) AlphaPoint provides Services to businesses operating under appropriate authority and/or license for their respective regulatory environments. AlphaPoint shall have no obligation to verify that Subscriber meets such regulatory requirements for operating its business using the Services. However, if AlphaPoint becomes aware of regulatory requirements that may apply to Subscriber, it may, at any time, require (i) opinions or memoranda of counsel regarding Subscriber’s compliance with Applicable Laws, and (ii) evidence of authorizations, licenses, permits and permissions from Subscriber. When requested by AlphaPoint, Subscriber shall promptly provide all such information. When doing so, Subscriber shall provide true, accurate, current, and complete information. At AlphaPoint’s sole discretion, failure to provide the same may result in immediate limitation of the Services, suspension of trading, and/or termination of this Agreement.

3. PROFESSIONAL SERVICES.

3.1 Statements of Work. Subscriber may elect to have AlphaPoint provide integration, custom development, or other professional services outside the scope of Section 2.2 (the “Professional Services”). All such Professional Services may be covered by one or more Statements of Work agreed on by the Parties, subject to AlphaPoint’s sole discretion. All engagements under such amount shall be addressed via AlphaPoint’s standard invoicing. The work covered by a particular Statement of Work will be referred to in this Agreement as a “Project.” Each Statement of Work will be in writing, signed by an authorized representative of each Party, will reference this Agreement, and will specify for the Project covered by that Statement of Work: (i) a description of the Project, including any applicable specifications, milestones, and deliverables to be developed (“Deliverables”); and (iii) the fees that apply to such Project (the “Project Fees”).

3.2 Ownership of Deliverables and Work Product. Unless otherwise set forth in a Statement of Work, AlphaPoint shall own all right, title, and interest in and to all Deliverables and other work product created in the performance of the Professional Services; provided, however, that upon the full payment of the applicable Project Fees, any Deliverables shall be considered part of the Services hereunder.

4. FINANCIAL TERMS.

4.1 Fees. The Subscription Fees shall be due and payable as set forth herein. Subscriber shall pay AlphaPoint the Monthly License Fees annually in advance starting on the Effective Date and thereafter annually in advance on each anniversary of the Effective Date. Also, upon confirmation within the Services that a Transaction has settled, the Services may automatically apportion the applicable Revenue Share to each Party’s account on the Services, provided that if any individual Transaction is priced by Subscriber such that the Revenue Share due to AlphaPoint would be less than the Minimum Transaction Fee, the Revenue Share for such Transaction will automatically be adjusted to equal the Minimum Transaction Fee. On a monthly basis, AlphaPoint shall calculate the Subscription Fees, reconcile the amounts due to each Party, and credit or debit Subscriber’s account accordingly.

4.2 Taxes. All amounts payable under this Agreement are exclusive of sales and use taxes, stamp taxes, value added taxes, property taxes, and all other taxes and duties (except for any taxes on AlphaPoint’s net income, which shall be paid by AlphaPoint), the costs of which such taxes and duties shall be invoiced by AlphaPoint and paid by Subscriber within thirty (30) days of receipt of such invoice. Payment under this Agreement must be made without deduction, whether on account of any withholding tax or otherwise, unless AlphaPoint is already subject to the jurisdiction of the taxing authority separate and apart from AlphaPoint’s dealings with Subscriber under this Agreement, in which case the amount due to AlphaPoint shall be net of any tax savings that inures to AlphaPoint as a result of any required tax withholding. In such event, AlphaPoint shall promptly notify Subscriber of the amount of such tax savings, and the amounts owed to AlphaPoint shall be adjusted accordingly. Except as otherwise expressly provided in this Agreement, Subscriber shall not be entitled by reason of any set-off, counter-claim, or other similar deduction to withhold payment of any amount due to AlphaPoint. If the Subscriber is required by or under any laws or regulations to make any withholding or deduction, AlphaPoint agrees to take commercially reasonable steps to avoid the withholding or deduction, provide exemption certificates if applicable, and otherwise act to mitigate the withholding or deduction. If any withholding or deduction is required notwithstanding such efforts, Subscriber shall gross up its payment to AlphaPoint as is necessary to ensure that AlphaPoint receives the full amount payable under this Agreement as if no such withholding or deduction had been made, subject to the tax savings provision of this section.

4.3 Payments. In lieu of invoicing Subscriber for any Subscription Fees (including Revenue Share, or taxes due hereunder), AlphaPoint may authorize Subscriber’s credit card, bank account, or other approved facility provided during the registration process or automatically issue an ACH transaction for the full payment of same, and Subscriber hereby consents to the same. Unless otherwise set forth in the Deal Terms, all payments will be charged and made in U.S. dollars. Within thirty (30) days after termination of this Agreement, AlphaPoint may charge Subscriber’s credit card, bank account, or other approved facility or automatically issue an ACH transaction for any outstanding fees, Revenue Share, or taxes. All objections regarding any charge or invoice must be submitted to AlphaPoint within five (5) business days after Subscriber’s receipt of such charge or invoice. Otherwise, Subscriber is considered to have fully accepted such charge or invoice. All the provided Services will be considered as accepted by Subscriber within thirty (30) days after payment for such charge or invoice is completed.

4.4 Late Payments. Payments that are past due shall accrue interest at the lesser of one and one-half percent (1.5%) per month, or the maximum rate permitted by law. AlphaPoint shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from Subscriber that are more than sixty (60) days delinquent. Payments from Subscriber that are more than thirty (30) days delinquent shall constitute a material breach of this Agreement. During any time in which such material breach remains uncured, in addition to any of its other rights set forth herein, AlphaPoint may adjust the level and scope of Services in its sole discretion.

5. TERM AND TERMINATION.

5.1 Term. The Term of this Agreement is set forth in the Deal Terms.

5.2 Termination. In the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving thirty (30) days prior, written notice to the breaching Party; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach before the expiration of such thirty (30) day period. This Agreement is terminable immediately without notice by a Party if the other Party: (i) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within ninety (90) days of the filing of such proceeding; or (iii) makes an assignment for the benefit of creditors. AlphaPoint may terminate this Agreement upon written notice to Subscriber under the limited circumstances set forth in Section 7.5 or Section 8.3 below. AlphaPoint may terminate this Agreement immediately upon written notice to Subscriber if Subscriber violates Applicable Law. In addition, AlphaPoint may, in its sole discretion, refuse to process any Transaction that it reasonably believes violates any Applicable Law.

5.3 Effect of Termination or Expiration. In the event of any termination or expiration of this Agreement: (i) Subscriber shall immediately pay AlphaPoint for all amounts due and payable hereunder as of the effective date of termination or expiration, and, in the event of a termination resulting from a material breach by Subscriber hereunder, such amounts shall include the full amount otherwise due through the remaining Initial Term or Renewal Term, as applicable, without offset for any prepayment; (ii) all rights and licenses granted hereunder to Subscriber (as well as all rights granted to any Affiliates of Subscriber or any Contractors) shall immediately cease, and Subscriber and its Affiliates and Contractors shall immediately cease all access of the Services, the Front End, and the Documentation; and (iii) each Receiving Party shall either return to the Disclosing Party (or provide the Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any Confidential Information of the Disclosing Party that are in the Receiving Party’s possession or control; provided, however, that each Receiving Party may keep a copy of such Confidential Information for legal and/or regulatory purposes and/or as part of any electronic archival back-up system.

5.4 Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (“Definitions”), Section 2.5 (“Title”), Section 3.2 (“Ownership of Deliverables and Work Product”), Section 4 (“Financial Terms”) until all monies due have been paid in full and all audit periods have expired, Section 5.3 (“Effect of Termination or Expiration”), Section 6 (“Confidentiality and Data”), Section 7.3 (“Disclaimer”), Section 8 (“Indemnification”), Section 9 (“Limitation of Liability”), Section 10 (“Miscellaneous Provisions”), and this Section 5.4 (“Survival”).

6. CONFIDENTIALITY AND DATA.

6.1 Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 6.3 below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party and its Affiliates who have a need to know such Confidential Information in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so. Each Receiving Party acknowledges that all Confidential Information has commercial value in the business in which the Disclosing Party is engaged.

6.2 Protection of Confidential Information. The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

6.3 Compliance by Affiliates and Personnel. The Receiving Party shall, prior to providing any Affiliate, employee, or consultant access to any Confidential Information of the Disclosing Party, inform such Affiliate, employee, or consultant of the confidential nature of such Confidential Information and require such Affiliate, employee, or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party shall be responsible to the Disclosing Party for any violation of this Section 6 by any such Affiliate, employee, or consultant. Each Party covenants and agrees that neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, will in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the other Party or such other Party’s subsidiaries, affiliates, successors, assigns, officers, key employees or directors.

6.4 Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

6.5 Use of End User Data. Notwithstanding anything to the contrary contained in this Agreement, AlphaPoint has the right, and may, both during and after the Term: (i) use any data it receives from Subscriber and/or End Users, including, without limitation, all End User Data, to perform its obligations hereunder, facilitate Transactions, and operate, maintain, and improve the Services or add new AlphaPoint products and services; and (ii) anonymize any and all such data so that the applicable End Users are not identified, merge such anonymized data with other data, and use such data for its reporting, planning, development, and promotional purposes, to improve the Services and to add new AlphaPoint products and services.

6.6 Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.

6.7 Data Processing. The Services and their servers are operated, and the Transactions are processed, in the United States and elsewhere. If Subscriber and/or its End Users are located outside of the United States, Subscriber acknowledges and agrees, and shall cause its End Users to acknowledge and agree, that any information, data, and materials provided to AlphaPoint or processed through the Services, including, without limitation, the Transactions and the End User Data, will be transferred to, processed, and used in the United States and elsewhere. By using the Services, Subscriber hereby irrevocably and unconditionally consents, and shall cause its End Users to irrevocably and unconditionally consent, to such transfer, processing, and use in the United States and other countries.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

7.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) the execution and delivery of this Agreement by it and the performance of its obligations and exercise of its rights hereunder: (a) will not conflict with or violate in any material manner, any Applicable Law; or (b) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including, without limitation, any non-disclosure, confidentiality, non-competition, or other similar agreement.

7.2 Representations and Warranties of AlphaPoint. In addition to the representations and warranties set forth in Section 7.1, AlphaPoint represents and warrants that: (i) AlphaPoint shall use commercially reasonable efforts to ensure that the Services will not contain any Malicious Code; and (ii) all Professional Services shall be performed in a professional and workmanlike manner.

7.3 Representations and Warranties of Subscriber. In addition to the representations and warranties set forth in Section 7.1, Subscriber represents and warrants each time a Transaction occurs that: (i) Subscriber and its respective officers, directors, employees, and agents (collectively, the “Subscriber Representatives”) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, the Bribery Act of 2010, and similar laws of foreign jurisdictions; (ii) the Subscriber Representatives are in compliance with the U.S. money laundering laws and regulations, the U.S. Bank Secrecy Act, as amended by the USA Patriot Act of 2001 (including any recordkeeping or reporting requirements thereunder), all applicable “know your customer” laws and regulations, and the anti-money laundering laws and regulations of other jurisdictions; (iii) it has obtained all necessary regulatory approvals, licenses and permits applicable to it for the use of the Services; (iv) it is aware of the Applicable Laws for the user of the Services, including all those applicable in the jurisdictions in which Subscriber conducts its business; (v) all Transactions are in compliance with all Applicable Laws; (vi) none of its officers, directors, principals or key employees have been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving fraud, theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; and (vii) the Subscriber Representatives, and, to the best of Subscriber’s knowledge (based on its completion of due diligence using best practices which it hereby acknowledges and agrees to undertake), each End User (a) is neither a Person described or designated in the Specifically Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section I of the Anti-Terrorism Order (collectively, “SDN List”) nor an entity that is owned (defined as a direct or indirect ownership interest of 50% or more) by a Person on the SDN List, and (b) does not engage in any dealings or transactions with any such Person.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 AND SECTION 7.2, THE SERVICES, THE THIRD-PARTY SERVICES, THE FRONT END, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER, AS WELL AS THE PROFESSIONAL SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ADDITIONALLY, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ALPHAPOINT’S PROVISION OF THE SERVICES, THE THIRD-PARTY SERVICES, THE FRONT END, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS AND SERVICES PROVIDED HEREUNDER DOES NOT CONSTITUTE FINANCIAL OR LEGAL ADVICE OF ANY KIND, AND THAT SUBSCRIBER MUST EXERCISE ITS OWN JUDGEMENT AND DUE DILIGENCE PRIOR TO ENTERING INTO ANY FINANCIAL TRANSACTION OR OTHER USE THROUGH THE SAME, EITHER ON ITS OWN BEHALF OR THROUGH PROVIDING ANY END USERS WITH ACCESS TO ANY SUCH FINANCIAL TRANSACTION OR OTHER USE. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES SHALL ALPHAPOINT BE RESPONSIBLE FOR THE OUTCOME OR RESULTS OF ANY SUCH FINANCIAL TRANSACTIONS OR OTHER USE. SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: TRADING PERPETUAL FUTURES AND/OR USING MARGIN IS HIGHLY SPECULATIVE AND CARRIES SIGNIFICANT RISK, INCLUDING POTENTIAL LOSS OF ALL INVESTED CAPITAL; AND ANY USE OF LEVERAGE CAN AMPLIFY BOTH GAINS AND LOSSES. To the extent that a Party may not as a matter of Applicable Law disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.

7.5 Changes in Applicable Laws. The Parties hereby acknowledge that: (i) the state of the law with respect to cryptocurrency, including, without limitation, digital assets, is unsettled; and (ii) subsequent to the Effective Date, new or changes in existing Applicable Laws or changes in the interpretation of existing Applicable Laws (a “Change in Law”) may hold that the operation of the Services and/or the structure of the economic terms hereunder is not permissible. Therefore, AlphaPoint makes no representations or warranties with respect to such Changes in Law and hereby expressly disclaims any representations, warranties, guarantees, covenants, or obligations relating thereto. If a Change in Law holds that the operation of the Services is not permissible, frustrates the purpose of this Agreement, or imposes a material obligation on AlphaPoint that AlphaPoint cannot address on commercially reasonable terms, AlphaPoint may terminate this Agreement on written notice and without further liability to Subscriber. If a Change in Law holds that the structure of the economic terms is not permissible (e.g., AlphaPoint is not permitted to charge a revenue share or minimum transaction fee), the Parties shall use commercially reasonable, good-faith efforts to negotiate an economic structure that is permitted under Applicable Law. If the Parties are unable to negotiate such a revised economic structure within ninety (90) days after the commencement of such negotiations, AlphaPoint shall have the right to terminate this Agreement.

8. INDEMNIFICATION.

8.1 Indemnification by AlphaPoint. Subject to Section 7.2, AlphaPoint shall defend, indemnify, and hold harmless Subscriber and its Affiliates, and each of their respective officers, directors, managers, and employees from any and all liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by them in connection with any third-party claim, action, or proceeding (each, a “Claim”): (i) arising from AlphaPoint’s gross negligence or willful misconduct; and/or (ii) alleging that the use of the Services and/or the Front End (excluding any Subscriber Content) in accordance with this Agreement infringes, violates, or misappropriates any third-party copyrights, patents, or trademarks registered in the United States.

8.2 Exceptions to AlphaPoint Indemnification Obligations. AlphaPoint shall not be obligated to indemnify, defend, or hold harmless the parties set forth in Section 8.1 to the extent that the Claim arises from: (i) use of the Services in combination with modules, apparatus, hardware, software, or services not provided by AlphaPoint; (ii) use of the Services that violates this Agreement or any Applicable Law; or (iii) the alteration or modification of the Services by a party other than AlphaPoint.

8.3 Infringement Claims. In the event that AlphaPoint reasonably determines that the Services and/or the Front End are likely to be the subject of a Claim of infringement, violation, or misappropriation of third-party rights, AlphaPoint shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Subscriber the right to continue to use the Services and/or the Front End as set forth hereunder; (ii) replace the infringing components of the Services and/or the Front End with other components with the same or similar functionality that are reasonably acceptable to Subscriber; or (iii) suitably modify the Services and/or the Front End so that they are non-infringing and reasonably acceptable to Subscriber. If none of the foregoing options are available to AlphaPoint on commercially reasonable terms, AlphaPoint: (a) may terminate this Agreement without further liability to Subscriber; and (b) AlphaPoint shall refund to Subscriber an amount equal to a pro rata portion of any fees prepaid by Subscriber for use of the Services. This Section 8.3, together with the indemnity provided under Section 8.1, states Subscriber’s sole and exclusive remedy, and AlphaPoint’s sole and exclusive liability, regarding infringement, violation, or misappropriation of any intellectual property rights of a third party.

8.4 Indemnification by Subscriber. Subscriber shall defend, indemnify, and hold harmless AlphaPoint and its Affiliates, and each of their respective officers, directors, managers, and employees from any and all Losses incurred by them in connection with any Claim: (i) arising from Subscriber’s gross negligence or willful misconduct; (ii) arising from Subscriber’s breach of its representations and warranties hereunder; (iii) alleging that the use of the Subscriber Content in accordance with this Agreement infringes, violates, or misappropriates any third-party copyrights, patents, or trademarks registered in the United States; and/or (iv) arising from any Transactions and/or an End User’s access to and use of the Front End.

8.5 Procedure for Handling Indemnification Claims. In the event of any Claim for which indemnification is available, the indemnified Party shall give prompt written notice of any such Claim to the indemnifying Party; provided, however, that the failure of the Party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the indemnifying Party demonstrates actual damage caused by such failure. The indemnifying Party shall have the right to control and direct the investigation, defense, and settlement of each such Claim. The indemnified Party shall reasonably cooperate with the indemnifying Party (at the indemnifying Party’s sole cost and expense) in connection with the foregoing. The indemnified Party may participate in the defense of the Claim with counsel of its own choosing, at its own cost and expense, on a strictly monitoring basis. The indemnifying Party shall not enter into any settlement or resolution of any Claim that would constitute an admission of guilt or liability on the part of the indemnified Party, without the indemnified Party’s express prior written consent.

9. LIMITATION OF LIABILITY.

9.1 Liability Exclusion. SUBJECT TO SECTION 9.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

9.2 Limitation of Damages. SUBJECT TO SECTION 9.3, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO ALPHAPOINT BY SUBSCRIBER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.

9.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO: (i) A PARTY’S INDEMNIFICATION OBLIGATIONS; (ii) BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) SUBSCRIBER’S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER OR BREACH OF SECTION 2.4.

10. MISCELLANEOUS PROVISIONS.

10.1 Non-Solicitation. Subscriber will not solicit the services of any employee of AlphaPoint during the Term and for a period of twelve (12) months thereafter; provided that the restrictions in this Section shall not apply to individuals who respond to indirect solicitations (such as general newspaper advertisements, employment agency referrals, and Internet postings) not targeting such individual or any employee of AlphaPoint.

10.2 Notices. With respect to notices related to the following matters, such notices must be in writing and delivered by e-mail or by personal hand-delivery by an internationally recognized overnight delivery service: (a) notices of material breach; (b) notices of termination; and (c) notices regarding actual or potential legal action including claims subject to indemnification hereunder (the “Legal Notices”). Legal Notices to AlphaPoint shall be sent to legal@alphapoint.com and notices@alphapoint.com. Notices will be delivered to the respective addresses of the Parties set forth in the Deal Terms or such other address as the respective Parties may designate by like notice from time to time and shall be deemed given: (i) on the date of delivery when delivered personally and (ii) one (1) business day after deposit for next day delivery with an internationally recognized overnight delivery service. Notices other than those described Legal Notices may also be delivered by electronic mail, and will be deemed given upon personal electronic reply acknowledging receipt.

10.3 Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein shall constitute a partnership between or joint venture by the Parties or constitute either Party the agent of the other.

10.4 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that AlphaPoint may, upon written notice to Subscriber and without the consent of Subscriber, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

10.5 Publicity. During the Term, AlphaPoint shall have the right, but not the obligation, to: (i) publicly announce in any and all media now known or hereafter devised that Subscriber is a customer of AlphaPoint and a user of the Services and non-Confidential Information relating to End Users and the Front End, such as average Transaction size, number of Transactions, and similar information; and (ii) use Subscriber’s trademarks, service marks, and trade names, in any and all media now known or hereafter devised, in accordance with any guidelines provided by Subscriber, to promote AlphaPoint and/or the Services. In addition, in exchange for AlphaPoint’s application of discounted Fees as set forth in the Deal Terms, Subscriber hereby agrees that: (x) upon the reasonable request of AlphaPoint, it shall participate in AlphaPoint marketing activities (e.g., case studies, customer references, calls with analysts and or journalists, strategic press interviews, etc.); and (y) the Front End shall be branded “Powered by AlphaPoint” (or some other technical credit mutually agreed by the Parties), with the size, prominence, and location of such credit to be mutually agreed by the Parties. In the event that Subscriber breaches this Section 10.5, AlphaPoint may, in its sole discretion, invoice Subscriber for the discount that had been previously applied to the Fees and apply and charge AlphaPoint’s then-current Fees on a prospective basis. Subscriber shall pay any such invoice within ten (10) days of receipt.

10.6 Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party (each, a “Force Majeure Event”).

10.7 Governing Law, Venue. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws provisions thereof. Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity, or termination, shall proceed in a federal or state court located, in the Borough of Manhattan, New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. Each Party irrevocably waives, to the fullest extent permitted by Applicable Law, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to this Agreement and any claim that any such action or proceeding has been brought in an inconvenient forum. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. Service of process shall be made in any manner allowed by Applicable Law.

10.8 Modification. Except as otherwise provided herein, any waiver, amendment or other modification of this Agreement shall not be effective unless such modification is in writing, manually executed by the Parties (e.g., no e-mail correspondence or other form of electronic contracting shall serve to amend, modify or waive any portion of this Agreement), provided that signatures delivered: (a) by scanned and e-mailed .PDF format (or equivalent) file; or (c) through a nationally or internationally recognized digital transaction management service (e.g. DocuSign), shall be deemed a writing. No other course of conduct shall operate to waive, amend or modify this Agreement.

10.9 No Waiver. Except as expressly set forth herein, the rights and remedies of the Parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

10.10 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.

10.11 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement. In the event of any conflict, discrepancy, or inconsistency among any of the documents comprising the Agreement, interpretation will be based on the following descending order of priority: (i) the Deal Terms that reference these Terms and Conditions; (ii) these Terms and Conditions (Schedule A); and (iii) the Service Level Agreement, as set forth in Schedule B located here.