SIGNALSTACK CONNECT DEVELOPER API MASTER AGREEMENT & TERMS OF SERVICE

In order to provide the Service to the Customer and its End-Users, SignalStack will provide a suite of products to the Customer, who will then utilize it to enable its End-Users to connect their account at the Trading Account Provider to the Customer’s product (the “SignalStack Product Suite“). This Agreement provides access to the SignalStack Product Suite based upon the number of End-Users of the Customer and/or the number of Customer Signals (as such term is defined in the Terms of Service) processed, as provided in the Fee Schedule located at https://signalstack.com/developers-pricing/ (the “Fee Schedule“). The SignalStack Product Suite includes the following products:

Customer shall be responsible for an annual developer program access fee of $99 per year (the “Developer Program Access Fee”), which is billed upon activation of SignalStack Connect. In addition to the Developer Program Access fee, Customer shall be responsible for the fees under this Agreement as provided in the Fee Schedule displayed on the SignalStack For Developers pricing page on the SignalStack.com website. Any monetary compensation to be paid from one Party to another in connection with this Agreement shall be set forth in the Fee Schedule. In addition to the fees set forth in the Fee Schedule, the Customer may be responsible for expenses and other charges as described in this Agreement. The Developer Program Access Fee and the fees listed in the Fee Schedule are subject to changes or increases. Changes to the Developer Program Access Fee, if any, will occur upon the annual invoicing of the Developer Program Access Fee, while increases to the fees listed in the Fee Schedule shall be provided by written notice to the Customer at least fifteen (15) days in advance of such fee increases. The Fee Schedule shall also include the payment terms for this Agreement.

Fees shall be paid in advance or arrears pursuant to the payment terms provided in the Fee Schedule and the Customer’s account settings, as configured by SignalStack. Fees may be based on the number of End-Users who utilize the SignalStack Product Suite based on usage of Connected Accounts and Signals Processed.

a. “Intellectual Property Rights” mean all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, jingles, know-how, intellectual property, software, shop rights, licenses, developments, research data, designs, technology, trade secrets, test procedures, processes, route lists, computer programs, computer discs, computer tapes, literature, reports and other confidential information, intellectual and similar intangible property rights, whether or not patentable or copyrightable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, registrations of and extensions, divisions, renewals and reissuance of, any of the foregoing, and rights therein, including without limitation (a) rights under any royalty or licensing agreements, and (b) programming and programming rights, whether on film, tape or any other medium which a Party owns or for which has a right to use.

SignalStack is and at all times shall remain the sole and exclusive owner of all rights and interests to the Services and the SignalStack Product Suite, including the SignalStack Router, SignalStack Connect, and the SignalStack Widget, and of any and all Intellectual Property Rights related thereto, and developments therefrom. Furthermore, any software, workflow processes, user interface, designs, know-how, licenses, software and documentation, and other technologies provided by SignalStack pursuant to this Agreement are the proprietary property of SignalStack, and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with SignalStack. SignalStack reserves all rights unless expressly granted in this Agreement.

b. The Customer shall not (i) interfere with or disrupt the integrity or performance of the Service or any of the SignalStack Product Suite; (ii) attempt to gain unauthorized access to the Service or the SignalStack Product Suite or any related systems or networks, including any Trading Accounts or those systems or networks of the Trading Account Providers; (iii) modify, decompile, disassemble or reverse engineer the Service or any of the SignalStack Product Suite, or any software and other documentation; (iv) access the Service or any of the SignalStack Product Suite in order to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (v) permit unauthorized access to, or use of, the Service or any of the SignalStack Product Suite; (vi) make the Service or any of the SignalStack Product Suite available to anyone other than the Customer or its End-Users; (vii) sell, resell, license, sublicense, distribute, rent or lease the Service or any of the SignalStack Product Suite; (viii) use the Service or any of the SignalStack Product Suite to knowingly store or transmit codes, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, malware, ransomware and Trojan horses; (ix) copy, frame or mirror any part or content of the Service or any of the SignalStack Product Suite; (x) determine or attempt to determine any source code, algorithms, methods or techniques embodied within the Service or any of the SignalStack Product Suite; or (xi) produce, create derivative works, or exploit a product competitive to SignalStack during the term of this Agreement and for a period of two (2) years after the termination of this of this Agreement.

c. SignalStack is the exclusive owner of and shall retain all right, title and interest to all Intellectual Property Rights that SignalStack owns or has the right to use, including, but not limited to, the Service and all of the SignalStack Product Suite.

d. Each Party agrees to take all action and cooperate as is reasonably necessary, at the other Party’s request and expense, to protect the other’s respective rights, titles, and interests in Intellectual Property and further agrees to execute any documents that might be necessary to perfect each Party’s ownership of such rights, titles, and interests.

e. Neither Party will display or otherwise use trademarks, trade names, service marks, names, logos or other marks belonging to the other Party without the prior written consent of the other Party.

a. The Customer has the full power and authority to enter into and fully perform this Agreement.

b. The Customer is in full compliance with all Laws and Regulations relating to activities authorized or contemplated under this Agreement.

c. The Customer is in full compliance with all Laws and Regulations with respect to its business activities provided to the End-Users, including, but not limited, any registration requirements under and state or federal securities or commodities laws, or under any regulatory authority.

d. The Customer will not use the Service or any of the SignalStack Product Suite, nor permit any of its owners, officers, directors, employees, agents, any other party in control of the Customer, or its End-Users, to violate any of the Anti-Fraud Provisions.

e. The Customer has put in place policies and procedures to ensure that no party violates the Anti-Fraud Provisions as described in Section 9 of this Agreement.

f. The Customer has analyzed its business, its role with respect to the End-Users, and the services it will provide upon entry into this Agreement and has obtained any license required by the Securities and Exchange Commission (“SEC“), the Commodity Futures Trading Commission (“CFTC“), or any other regulatory or governmental authority responsible for the oversight of the industries in which the Customer is engaged, the business conducted by the Customer prior to entry into this Agreement, or the services the Customer will provide to its End-Users upon entering into this Agreement.

g. The Customer has truthfully responded to the due diligence questionnaire, which is offered in the SignalStack Connect activation process in the SignalStack application (the “Due Diligence Questionnaire“), and shall promptly provide SignalStack with a revised Due Diligence Questionnaire in the event any response is no longer accurate.

h. The Customer has implemented and maintains an effective CIP in compliance with applicable law.

i. The Customer will ensure that any use of the SignalStack Product Suite or the Service shall comply with this Agreement and with the Terms of Service and with the Laws and Regulations.

j. The Customer acknowledges that none of its owners, officers, directors, employees, agents, nor any other party in control of the Customer have committed any acts as described in 17 C.F.R. § 230.506(d).

k. The Customer: (a) has the technical competence and resources to provide services related to the SignalStack Product Suite; (b) has implemented commercially reasonable policies and procedures to maintain the security of the services provided to its End-Users, and to prevent unauthorized access and intrusions; and (c) is properly licensed and authorized under the Laws and Regulations to provide whatever services it provides related to the SignalStack Product Suite.

l. The Customer understands that SignalStack has not made and shall not make any representations, warranties or other guarantees as to the accuracy, timeliness or efficacy of any market data, information, or other functionality made available through the Service or the SignalStack Product Suite.

m. The Customer and/or its counsel have examined applicable U.S. state and federal laws and regulations, and/or the Laws and Regulations in the countries in which the Customer operates, to determine whether the Customer is required to be registered or licensed with appropriate regulatory authorities to provide the Customer’s services. The Customer certifies that, if it is required to be registered or licensed, it is so registered or licensed and will remain so during the duration of this Agreement.

n. The Customer will provide immediate written notice by overnight mail or courier service to the attention of SignalStack LLC., Compliance Department, 410 Robert Parker Coffin Rd. Suite 2B & 2C, Long Grove, IL 60047 or via e-mail to hello@signalstack.com, provided however, simply sending an E-mail shall not constitute written notice until it is confirmed as received by SignalStack, and it is End-User’s responsibility to ensure their email notification is received by SignalStack, in the event of any change in: (a) the Customer’s registration or regulatory status, including but not limited to any lapse in registration or licensing or any change or any suspension or bar or other adverse regulatory action affecting the Customer; and/or (b) any change in the functionality or product offering on the Customer’s services that could impact registration requirements or status, including but not limited to automation of trading orders or recommendations if such functionality was not offered and approved by SignalStack as of the Effective Date. If the Customer is currently exempt from registration or licensing requirements under the Laws and Regulations, the Customer will immediately notify SignalStack if the Customer ceases to be eligible for such exemption.

o. The Customer is solely responsible for complying with all Laws and Regulations governing its provision of services, and SignalStack specifically disclaims any responsibility for such compliance. Among other things, the Customer is solely responsible for: (i) determining whether the Customer and/or its affiliates, officers, employees and agents are required to be registered or licensed with appropriate regulatory authorities, and complying with any registration requirements; (ii) satisfying any applicable confidentiality or privacy obligations under any applicable Laws and Regulations; (iii) any required disclosure of material facts regarding the services it provides; and (iv) recordkeeping and reporting. The Customer represents that it is now, and will remain, in material compliance with all applicable Laws and Regulations in connection with the activities contemplated by this Agreement.

a. SignalStack is in compliance with all Laws and Regulations and is properly licensed and authorized under the Laws and Regulations relating to activities authorized or contemplated under this Agreement.

b. SignalStack has the full power and authority to enter into and fully perform this Agreement.

c. SignalStack owns or controls all right, title, and interest in and to all Intellectual Property Rights necessary to carry out its obligations hereunder and to grant and assign any rights and licenses granted to the Customer herein.

d. Unless permitted under this Agreement or required by law, SignalStack shall not disclose any personally identifiable information related to any of the End-Users that it obtains under this Agreement and the Services provided herein.

e. SignalStack will provide immediate written notice to the Customer in the event of any change in SignalStack’s registration or regulatory status material to performance of its obligations under this Agreement.

a. The Customer acknowledges that SignalStack does not and will not provide recommendations or trading advice to the End-Users nor the Customer. SignalStack has no duty to supervise or review the Customer’s services or the actions of the Customer or the End-Users.

b. The Customer acknowledges that SignalStack is not a broker or dealer, does not hold custody of any funds, nor provide any advisory activities, and does not effect transactions on behalf of any parties, nor is it affiliated in any way with any Trading Account Provider.

c. The Customer is responsible for all communications with the End-Users with respect to SignalStack and the Service.

d. The Customer has received, reviewed, and understands the Terms of Service and its obligations under the Terms of Service. The Customer shall be responsible for reviewing any updates, amendments, or modifications to the Terms of Service and its compliance with such updates, amendments, or modifications.

e. The Customer acknowledges that SignalStack is able to provide the Service and the SignalStack Product Suite with permission from the Trading Account Providers, and such permissions may be rescinded or terminated, in which case SignalStack may not be able to provide the Services and/or any of the SignalStack Product Suite as described in this Agreement.

f. The Customer bears sole responsibility for handling, evaluating and resolving any and all claims, questions or disputes of any kind by any of the End-Users or third-parties that have accessed the Services or any of the SignalStack Product Suite through the Customer regarding the Customer, or the actions of the Customer or its affiliates, officers, employees and agents. The Customer acknowledges that it has no authority to enter into contracts on behalf of SignalStack.

g. If a Party becomes aware of any material claim, question or dispute relating to a Security Issue or breach in connection with any of the SignalStack Product Suite, or relating to the operation of any of the SignalStack Product Suite or relating to the accuracy or completeness of instructions or messages transmitted through any of the SignalStack Product Suite, such Party shall notify the other Party and the Parties shall cooperate in good faith to investigate and resolve the claim, question or dispute in light of the relative obligations of the Parties as set forth in this Agreement.

h. The Customer agrees and acknowledges that, unless expressly set forth herein, SignalStack does not provide any warranties or representations regarding the operation of its systems, Service, any of the SignalStack Product Suite, SignalStack’s website, nor anything with respect to any Trading Account Provider. SignalStack shall not be liable to users, End-Users, the Customer or any third-parties for any losses as a result of technical issues or problems or interruptions involving the Service, any of the SignalStack Product Suite, the Trading Accounts, the Trading Account Providers, any order routing systems or any other technology or product offering accessible through or related to any of the SignalStack Product Suite . (including, but not limited to, system errors, outages, security or downtime).

i. The Customer is solely responsible for the actions or inactions taken by the Customer on behalf of End-Users utilizing the SignalStack Product Suite including, but not limited to any Trading Account Instructions initiated by the Customer for or at the request of the End-Users.

a. Unless expressly disclaimed in a specific provision of this Agreement, the Customer shall indemnify, defend and otherwise hold SignalStack and its respective directors, officers, employees, agents and affiliates harmless of, from and against any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees), obligations, liabilities and damages arising from:

b. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which SignalStack may have any claim to indemnification under this Agreement, the Customer shall fail to institute the defense of the indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Customer shall fail diligently to prosecute such defense, SignalStack shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorneys’ fees, associated with such a defense shall be borne by the Customer. Neither the exercise of the right to participate in or assume the responsibility for any such defense nor the failure to exercise such rights shall limit, in any way, the SignalStack’s rights to indemnification under this Agreement. The Customer shall not settle any claim, demand, proceeding, suit or action against SignalStack without the prior written consent of SignalStack. In any claim, demand, proceeding, suit or action with respect to which SignalStack may have any claim to indemnification under this Agreement, whether the defense is instituted by the Customer or by SignalStack, SignalStack shall have the right to select its preferred counsel, whose costs along with all other costs of defense shall be borne by the Customer. All indemnity obligations under this Section shall be paid promptly by Customer upon submission of invoices, judgments or orders by SignalStack.

c. These indemnification provisions shall remain operative and in full force after termination of this Agreement.

a. Each Party shall make and preserve records relating to its business as may be required under the Laws and Regulations. In addition to the foregoing, the Customer specifically agrees accurately to maintain the following records relating to any of the SignalStack Product Suite for a period of at least six (6) years from the initial creation of the record (time shall be recorded to milliseconds):

b. The Parties will cooperate with each other and exchange information (to the extent permitted under the Laws and Regulations) to reasonably assist each other in responding to complaints or inquiries from the End-Users or regulatory authorities or to assist in resolving technical issues or Security Issues.

SignalStack may receive requests from third-parties, such as the Trading Account Providers, for access to certain information. In the event that SignalStack receives such a request, SignalStack may require, in its sole discretion, that the Customer provide any such information it has in its possession or it may obtain through a commercially reasonable method, related to this Agreement, its Customers, and SignalStack’s services provided to the Customer hereunder, including the Service and the SignalStack Product Suite.

c. SignalStack may demand access to records of the Customer related to this Agreement, including, but not limited to, the records required under this Section 16, at any time, in SignalStack’s sole discretion. Unless the Parties agree to a longer period, the Customer shall promptly provide such records, delivered in the form and manner as requested by SignalStack, to SignalStack within five (5) business days from the date of such request.

d. SignalStack shall be permitted to provide any information, including information obtained from the Customer related to its CIP, to third-parties or regulatory authorities pursuant to any law or reasonable request by such third-party provided such disclosure does not violate any applicable law.

• IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  
• The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the matter is not resolved by negotiation, then the matter shall be settled by binding arbitration conducted in accordance with the arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted in Chicago, Illinois or at such other location as may be agreed to by the Parties and the arbitrators. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of law principles. Nothing herein shall prevent any Party from obtaining injunctive or equitable relief in any court located in the Northern District of Illinois.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SIGNALSTACK DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE OR ANY OF THE PRODUCT SUITE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS.”

SIGNALSTACK DOES NOT MAKE ANY WARRANTY REGARDING THE SPEED OR SUCCESS AT WHICH TRADING ACCOUNT INSTRUCTIONS ARE TRANSMITTED TO ANY TRADING ACCOUNT PROVIDERS.

• IN NO EVENT WILL SIGNALSTACK HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS OR LOST REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE CUSTOMER’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
  
• IN NO EVENT WILL SIGNALSTACK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE NINETY (90) DAYS PRECEDING THE CLAIM. THE LIABILITIES LIMITED BY THIS SECTION 19(B) APPLY REGARDLESS OF THE (I) NATURE OF THE ACTION OR CLAIM, (II) FORM OF THE ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND (III) EVEN IF THE CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
  
• IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF SECTION 19, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW.

a. Term: Unless otherwise provided in the Fee Schedule, this Agreement continue indefinitely until terminated pursuant to Section 21(b).

b. Termination:

c. Assignment: This Agreement may not be assigned or transferred by the Customer to any other person or entity, whether by operation of law, merger, or otherwise, without the prior written consent of SignalStack, which consent shall not be given in the sole discretion of SignalStack. SignalStack may assign or transfer this Agreement to an affiliate, parent or successor entity by providing written notice to the Customer, and may transfer to any other party with prior written consent of the Customer, which consent shall not be unreasonably withheld.

d. Third-Party Beneficiaries: Nothing in this Agreement shall be construed as creating any rights, benefits, or liabilities to any third-party beneficiaries.

e. No Employment Relationship: This Agreement is not intended and shall not be construed to create an employment relationship between SignalStack and the Customer or its representatives.

f. Preparation of this Agreement: The Parties have entered in this Agreement without duress and having the opportunity to consult with counsel. Because the Parties have had the opportunity to review this Agreement with counsel, the Agreement will not be construed against either Party as the drafter.

g. Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their proper respective legal representatives, successors, and assigns. No modification, amendment or waiver of any provision of, or consent or approval required by, this Agreement, nor any consent to or approval of any departure here from, shall be effective unless it is in writing and signed by the Party against whom enforcement of any such modification, amendment, waiver, consent or approval is sought.

h. Severability: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

i. Entire Agreement. The Agreement, along with any schedules or exhibits attached hereto, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

j. Survival: The representations, warranties, agreements and covenants contained herein shall survive the termination of this Agreement.

k. No Waiver: The waiver by any Party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the Party giving such waiver.

l. Execution. This Agreement may be accepted digitally by activating a SignalStack Connect account in the SignalStack Application and accepting the terms of service, or by electronic signature in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that both parties need not sign the same counterpart. In the event that any signature, either a digital acceptance in the SignalStack Application, or a wet signature, delivered electronically or by any other means, shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature page were an original thereof.