Master Service Agreement

1.1 “Platform” means Ticksage’s hosted Software as a Service (“SaaS”) options trading platform, including all infrastructure, application programming interfaces (“APIs”), dashboards, risk engines, and trader-facing interfaces.

1.2 “Trader” means any individual who creates an account or registers on Client’s instance of the Platform and qualifies as a non-professional subscriber as defined by NASDAQ and the Options Price Reporting Authority (OPRA).

1.3 “Challenge” means an options trading evaluation program operated by Client through the Platform.

1.4 “Funded Account” means a simulated or live options trading account provided to a Trader, whether through successful completion of a Challenge or through instant funding, enabling the Trader to trade under defined risk parameters.

1.5 “Order Form” means the ordering document executed by the Parties specifying pricing and commercial terms, incorporated herein by reference.

2.1 Grant. Ticksage grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term to operate a proprietary options trading firm.

2.2 Hosted Service. The Platform is provided as a hosted service. Client shall not download, copy, reverse engineer, decompile, or attempt to access the source code or underlying technology of the Platform.

2.3 Modifications. Ticksage may modify, update, or enhance the Platform at any time. Ticksage will use commercially reasonable efforts to provide advance notice of material changes.

2.4 Trader Terms. Client acknowledges that all Traders are bound by the Ticksage “Terms of Service”, located at www.ticksage.com/terms. Client shall not make representations to Traders that conflict with the Terms of Service.

3.1 Risk Engine. Ticksage’s proprietary risk management engine governs all risk parameters for Challenges and Funded Accounts. Client may not override or modify the risk engine without Ticksage’s prior written consent.

3.2 Parameters. Challenge parameters, tiers, and configurations will be established during onboarding. Client may request changes to existing parameters or creation of new Challenge tiers at any time. All changes are subject to Ticksage approval and take effect upon written confirmation from Ticksage.

4.1 Compliance. Client is solely responsible for ensuring its operations comply with all applicable laws and regulations.

4.2 Marketing. All marketing materials and representations made to Traders regarding the Platform must be truthful, accurate, and not misleading. Client shall not make guarantees of profitability or misrepresent the nature of the Platform. Any unauthorized claims about the Platform that create liability for Ticksage shall be grounds for immediate termination under Section 9.3.

4.3 Payouts. Client is solely responsible for timely payment of Trader payouts per Client’s stated policies.

4.4 Capitalization. Client shall maintain adequate capitalization to support its operations and payout obligations.

4.5 Support. Ticksage provides platform-level technical support to Client only. Client provides all other technical support to Traders.

5.1 Ticksage IP. Ticksage retains all right, title, and interest in the Platform, including all intellectual property. Nothing in this Agreement transfers ownership of Ticksage’s IP to Client.

5.2 Feedback. Any suggestions or feedback provided by Client regarding the Platform become the sole intellectual property of Ticksage.

6.1 Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including business terms, pricing, technical documentation, and platform configurations. Confidential information may not be disclosed to third parties without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations.

6.2 This obligation survives termination of this Agreement for a period of two (2) years.

7.1 Non-Competition. During the Term and for twelve (12) months following expiration or termination, Client shall not, directly or indirectly, develop, design, license, or commercialize any software platform that replicates or is substantially similar to the features, functionality, or architecture of the Platform, including but not limited to options-based challenge evaluation systems, risk management engines, or trader management dashboards. This restriction applies to Client and its officers, directors, affiliates, and any entity in which Client holds a controlling interest.

7.2 Non-Solicitation. During the Term and for twelve (12) months following expiration or termination, Client shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Ticksage, or induce any such person to leave Ticksage’s engagement.

7.3 Platform Exclusivity. During the Term, Client shall use only the Ticksage Platform for operating options-based proprietary trading firm challenges. Client may operate other non-competing businesses without restriction.

8.1 Fees. Client shall pay Ticksage a per-Trader fee as specified in the applicable Order Form. Fees are calculated based on the total number of Traders during each billing period as metered by the Platform.

8.2 Payment Terms. Ticksage shall invoice Client monthly on the 15th of each month. All invoices are due within seven (7) business days of invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

8.3 Fee Disputes. If Client believes an invoice is incorrect, Client must notify Ticksage in writing within thirty (30) days of the invoice date. The Parties shall work in good faith to resolve the dispute. Undisputed amounts remain due per the original payment terms.

8.4 Suspension for Non-Payment. If any invoice remains unpaid for more than seven (7) days past the due date, Ticksage may, upon forty-eight (48) hours written notice, suspend Client’s access to the Platform until all outstanding amounts are paid in full. Suspension does not relieve Client of its payment obligations. If any invoice remains unpaid for more than thirty (30) days past the due date, Ticksage may terminate this Agreement immediately upon written notice.

8.5 Taxes. All fees are exclusive of taxes. Client is responsible for all applicable taxes except taxes on Ticksage’s net income.

8.6 Price Adjustments. Ticksage may adjust pricing effective at the start of the next Renewal Term by providing at least thirty (30) days written notice prior to the start of such Renewal Term. Pricing shall remain fixed for the duration of the then-current Term. If Client objects to a price adjustment, Client may elect not to renew by providing written notice before the start of the next Renewal Term.

9.1 Term. This Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form. It auto-renews for successive twelve (12) month Renewal Terms unless either Party provides minimum sixty (60) days written notice of non-renewal prior to the end of the then-current Term.

9.2 Termination for Cause. Either Party may terminate upon written notice if the other Party materially breaches and fails to cure within thirty (30) days of notice, or becomes insolvent.

9.3 Termination by Ticksage. Ticksage may terminate immediately if: (a) Client engages in fraudulent or illegal conduct; (b) Client’s operations pose a reputational risk to the Platform ecosystem; (c) Client fails to meet minimum quality standards; or (d) Client violates applicable law.

9.4 Effects of Termination. Upon termination: (a) Client’s Platform access immediately ceases; (b) Client shall stop using the Platform and all Ticksage IP; (c) all outstanding fees become immediately due; and (d) Sections 5, 6, 7, 11, 12, and 13 survive.

10.1 Uptime. Ticksage shall maintain Platform availability of at least ninety-nine percent (99%) per calendar month, excluding scheduled maintenance and Force Majeure events. If availability falls below 99% in any calendar month, Client may request a service credit: (a) 95% to 98.99%: 10% of that month’s fees; (b) 90% to 94.99%: 25%; (c) below 90%: 50%. Credits must be requested within thirty (30) days, are applied to future invoices, are not redeemable for cash, and are Client’s sole remedy for downtime.

10.2 Maintenance. Ticksage may perform scheduled maintenance on weekends and emergency maintenance at any time to address security or critical issues. Scheduled maintenance does not count toward downtime calculations.

10.3 Support and Incidents. Ticksage shall respond to Critical issues (Platform unavailable) within one (1) hour and all other issues within one (1) business day, measured Monday through Friday, 9:00 AM to 6:00 PM Eastern Time. During unplanned outages, Ticksage shall provide status updates at least every sixty (60) minutes until resolution.

11.1 The Platform is provided “as is” and “as available.” Ticksage disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

11.2 Ticksage’s total liability under this Agreement shall not exceed the fees paid by Client in the twelve (12) months preceding the claim. In no event shall Ticksage be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost Traders.

11.3 Client is solely responsible for all losses, claims, and liabilities arising from Client’s operation of its proprietary trading firm, interactions with Traders, marketing, and compliance.

12.1 Client shall indemnify and hold harmless Ticksage from any claims, losses, damages, and expenses arising from: (a) Client’s operation of its prop firm; (b) breach of this Agreement; (c) claims by Traders; (d) violation of law; or (e) Client’s marketing and representations.

12.2 Ticksage shall indemnify Client from third-party claims that the Platform infringes valid U.S. intellectual property rights, provided Client gives prompt notice and cooperates in the defense.

13.1 Governing Law. This Agreement is governed by the laws of the State of Wyoming without regard to conflict of law principles.

13.2 Dispute Resolution. Prior to initiating arbitration, the disputing Party shall provide written notice describing the dispute. The Parties shall attempt in good faith to resolve the dispute through direct negotiation for thirty (30) days. If unresolved, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, seated in Sheridan, Wyoming, and may be conducted remotely. The arbitrator’s decision shall be final and binding.

13.3 Entire Agreement. This Agreement and any Order Forms constitute the entire agreement between the Parties regarding the subject matter hereof.

13.4 Amendment. This Agreement may only be amended in writing signed by both Parties.

13.5 Assignment. Client may not assign this Agreement without Ticksage’s written consent. Ticksage may freely assign.

13.6 Severability. If any provision is found invalid, the remaining provisions continue in full force.

13.7 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

13.8 Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control.

13.9 Notices. Notices shall be in writing by email with confirmation or overnight courier to the addresses in the Order Form.

13.10 Publicity. Ticksage may use Client’s name, logo, and trademarks to identify Client as a customer on Ticksage’s website and marketing materials.

13.11 Waiver. Neither Party’s failure to enforce any provision of this Agreement constitutes a waiver of that provision or any other provision.

13.12 Electronic Acceptance. This Agreement may be executed electronically, including via e-signature platforms, click-through acceptance, or similar affirmative action on a hosted version of this Agreement. All such methods constitute binding signatures with the same legal force as handwritten signatures.