LICENSE AGREEMENT

LICENSE AGREEMENT FOR THE USE OF 1EX AI NEWS SOFTWARE UNDER THE TERMS OF A NON-EXCLUSIVE LICENSE (OFFER)

Effective date: December 15, 2023

This document constitutes an offer, made by Proton mm Limited, a company, incorporated in Seychelles with company number 234787, registered office address Suite 309, Capital City Building, Independence Avenue, Victoria, Mahe, Republic of Seychelles (hereinafter - the “Licensor”), to enter into a license agreement to grant the right to use the 1ex AI NEWS software, the proper owner or proper licensee of which is the Licensor, on the terms set out below.

1. Definitions

1.1 Licensor means the copyright holder or proper licensee holder of the 1ex AI NEWS software, represented by Proton mm Limited.

1.2 Licensee means the end user who accepted this offer on the terms below.

1.3 Parties means jointly the Licensor and the Licensee.

1.4 Offer means a public proposal of the Licensor addressed to any person to conclude a license agreement (hereinafter - the “Agreement”) on the essential terms contained in the Agreement.

1.5 Acceptance means full and unconditional acceptance by the Licensee of the terms of the Offer.

1.6 Non-exclusive license means the right granted to the Licensee for non-exclusive use of the 1ex AI NEWS software under the terms of the Agreement, with the Licensor retaining the right to issue licenses to other persons.

1.7 1ex AI NEWS means software (hereinafter - the “Software”) as a web platform based on NLP neural network, including all software components that built into it, obtained online or otherwise, including, but not limited to any executable files, help files, libraries, databases and other software components.

1.8 Site means https://news.1ex.com .

1.9 Profile means separate section of the Site, available to registered users.

1. Subject Matter of Agreement

2.1 The subject of the Agreement is the provision by the Licensor to the Licensee of access to the Software in exchange for payment of a counter-provision - a license fee by the Licensee (hereinafter - “License”) in accordance with the tariffs available in the Profile and/or via the link _______ (hereinafter - “Tariff”).

2.2 The Licensor provides the Licensee with rights under the terms of a simple (non-exclusive) license to use the 1ex AI NEWS Software to improve the user experience of data analytics, including, but not limited to, providing screening information on traded instruments, price indicators, news sentiment assessments, volatility indicators, and the Licensee undertakes to use the Software under the conditions established by the Agreement, including payment of license fees, as well as compliance with all prohibitions and restrictions.

2.3 The Licensee undertakes to strictly comply with the terms of the Agreement, in particular, to ensure the confidentiality of the commercial and technical information received in relation to the Software.

2.4 All provisions specified in the Agreement apply both to the Software as a whole and to all its individual components.

2.5 Any questions regarding the scope of the License will be construed to be limited in scope of the License.

2.6 The Licensee agrees to the procedure for granting the right to use the Software, which includes, but may not be limited to, the Licensee’s obligation to register and his obligation to pay the license fee in accordance with the Tariffs presented on the Site via the link: _______, as well as in the Profile. The Licensee assumes responsibility and all risks of non-compliance with this procedure and, as a result, the inability to access the Software.

2.7 Without paying a license fee, it is possible for the Licensor to provide a license within 14 calendar days (hereinafter - “Demo License”) under the terms of the Agreement.

2.8 The Licensee agrees to the procedure for terminating the right to use the Software, which implies the termination of the Licensee’s rights under the Agreement at the time of expiration of the License (hereinafter - “Time Out”), the expiration date of which is determined by the terms of the selected Tariff, in the event of non-renewal of the License for a new period.

1. Terms of granting the right to use the Software

3.1 Use of the 1ex AI NEWS Software under the conditions, established by the Agreement is possible within the period before the Time Out, and only for personal non-commercial use by the Licensee, without the right to distribute it to other persons.

3.2 When a Time Out occurs, access to the Software is terminated, and the Licensee is not entitled to use the Software under the terms of the Agreement.

3.3 The Agreement prohibits sublicense, assignment, or any other transfer of any rights by providing access to the Software to third parties, including use granted to the Licensee under the Agreement. The Licensee does not have the right to fully or partially grant to third parties the rights acquired under the Agreement, including selling, copying, or otherwise alienating the Software, including free of charge, without obtaining the prior written consent of the Licensor for all the above actions.

3.4 The Licensee also does not have the right to perform any actions that may differ from the normal use of the Software, or the right to enable other persons to perform such actions, including actions with the object code of the Software, aimed at obtaining information about the implementation of the algorithms used in the Software, in particular: engineering analysis, reverse engineering, disassembly or any other attempt to obtain the source code of the Software or any part thereof; modification, adaptation, error correction or any other changes to the object code of the Software or its constituent components. All such information shall be considered confidential and trade secret information of Proton mm Limited.

3.5 Copying Software with a known defective or damaged internal protection mechanism, as well as unauthorized use of such Software, is illegal.

3.6 The Licensee accepts that the Software is protected from unauthorized copying and misuse, and Proton mm Limited reserves all rights, including intellectual property rights. Licensee acknowledges that it’s illegal to remove or change any copyright, trademark or patent notices appearing on the Software or its components.

3.7 The Licensee has no right to use in any way or claim to have any right to the specified results of intellectual activity used by Proton mm Limited, or similar objects of intellectual activity.

3.8 Any use of the Software or its constituent parts outside the scope of or in violation of the terms of the Agreement is a violation of the intellectual property rights of Proton mm Limited and may lead to both revocation of the License and other negative consequences in accordance with applicable law.

3.9 The use of the Software is also limited by the mandatory provisions of the applicable legislation of the country of location or residence of the Licensee, the responsibility for compliance with which lies entirely with the Licensee.

1. Acceptance of the Offer and conclusion of the Agreement

4.1 Acceptance of the Offer is payment of the license fee by the Licensee in accordance with the Tariffs specified in clause 2.1. Such acceptance is full and unconditional acceptance of the terms of the Offer.

4.2 Acceptance leads to the conclusion of an Agreement, the subject of which is the provision of use of the 1ex AI NEWS Software under the terms of the License Tariff before the Time Out.

4.3 If the Licensee chooses another Tariff (change of Tariff) for the provision of Software for use, acceptance leads to the conclusion of a new agreement on the terms of this Offer, which may consider a different amount of the license fee and a different period for the License Time Out, different from the initial Tariff.

4.4 The actions provided for in clause 4.1 are not recognized as proper Acceptance of the Offer if it made by a person with whom the Licensor had previously terminated the Agreement due to violation of the Agreement by the specified person. These actions do not entail any obligations on the part of the Licensor. The Licensor also has the right to independently determine technical methods of limiting the Acceptance of the Offer in relation to such persons.

4.5 The Offer comes into force on the date specified in the “Effective Date” section and is valid until the date of withdrawal of the Offer by the Licensor, which will be determined and posted by the Licensor on the Site and consider as a Time Out. The responsibility for regularly checking the Site lies solely with the Licensee.

4.6 The Licensor reserves the right to amend the terms of the Offer and/or withdraw the Offer at any other time at its discretion.

1. Validity, amendment and termination of the Agreement

5.1 The Agreement comes into force from the moment the Offer is accepted by the Licensee and is valid for the duration of the License specified in clause 2.8. Agreement.

5.2 The Licensee confirms to have all the rights and powers necessary to enter into and execute the Agreement.

5.3 The Licensee agrees and acknowledges that changes to the Offer entail the introduction of such changes to the Agreement concluded and valid between the Parties, and such changes to the Agreement come into force simultaneously with changes to the Offer.

5.4 If the Offer is revoked by the Licensor during the term of the Agreement, the Agreement is considered terminated from the Time Out, unless otherwise agreed by the Licensor when revoking the Offer.

5.5 The Agreement may also be terminated by either Party by way of unilateral refusal to perform the Agreement by sending a written notice to the other Party; or by the Licensor by unilateral refusal to fulfill the Agreement in the event of a violation by the Licensee of the terms of the Agreement immediately without written notification to the Licensee; or on other grounds provided for by this Offer and/or applicable law.

5.6 The Licensee's obligations under the Agreement, which by their nature must continue to apply, namely obligations regarding confidentiality, use of information, but not limited to those, remain in force after the termination of the Agreement.

5.7 Termination of the Agreement for any reason does not relieve the Parties from liability for violations of the terms of the Agreement that arose during its validity period.

1. Guarantees of rights to use the Software and disclaimer of liability

6.1 The Licensor guarantees that the rights to use the Software provided to the Licensee under the Agreement belong to the Licensor legally.

6.2 1ex AI NEWS Software is provided to the Licensee “AS IS” in accordance with the principle generally accepted in international practice. This means that the Licensor is not responsible for problems arising during the updating, support and operation of the Software, including problems of compatibility with other Software products, discrepancies between the results of using the Software and the Licensee’s expectations, etc. The Licensee bears all risks relating to the operation and quality of the Software, as well as potential damages, loss of data and other consequences of using the Software.

6.3 Licensor, to the fullest extent permitted by applicable law, disclaims all warranties and liability, including, but not limited to, the merchantability of the Software, the quality of the Software and its suitability for use by end users, the absence of errors in the Software, its proper operation in combination with other Software or equipment of the Licensee, as well as a disclaimer of guarantees of achieving any result when using the Software and a disclaimer of the quality of third party products, including the accuracy of the content, that may be presented as part of the Software.

6.4 The Licensee is informed that neither the Licensor nor its affiliates manage assets, provide investment advice, including individual advice. Licensor only provide Software for use by the Licensee. The Software, its components, including content (news, articles, expert comments, research, forecasts, etc.) are presented without taking into account any specific investment profile, and the financial instruments or transactions mentioned may not correspond to the profitability expected by the Licensee, investment horizon, as well as the acceptable risk of loss. Proton mm Limited is not responsible for possible losses in case of transactions or investments in financial instruments mentioned in the publications and does not recommend using the content of the Site as the only source of information when making an investment decision.

6.5 Any operations related to the management of the Licensee’s assets are carried out by third parties (crypto exchanges or other platforms), for the actions of which the Licensor is not responsible. The Licensee assumes the responsibility to familiarize itself with the terms of use, privacy policies and other documents of third-party platforms, which may differ significantly from the Licensor’s documentation.

6.6 The Software is provided without any warranty or obligation of the Licensor to compensate for any damages. The Licensor is not responsible and does not compensate for the Licensee's losses caused by violations and/or errors in the operation of the Software, resulting from unlawful actions of the Licensee, third parties, malfunctions of technical equipment and electrical equipment failures, as well as because of any other events or actions.

6.7 The Licensee understands that in the event of a Time Out and the Licensee does not renew the License for a new period, the Licensee’s access to the Software and the ability to use it will be suspended. When a Time Out occurs, the rights under the Agreement cease to apply, unless the Licensee issues a new Software License by concluding a new agreement with the Licensor.

1. Personal data

7.1 During registration, operation, and/or technical support and maintenance of the Software, the Licensor, in order to improve the user experience with 1ex AI NEWS, may request the personal data and technical information from the Licensee.

7.2 The Licensee can read more about the current privacy policy on the website.

1. Dispute Handling and Resolution

8.1 The Licensee agrees in the event of any dispute with Proton mm Limited to initiate a negotiated resolution of the dispute by prior sending a notice to [e-mail].

8.2 In the event of disagreements or disputes, which could not be resolved by negotiation, they will be subject to the regulations and statutes of Republic of Seychelles and will be resolved according to its arbitration conventions.

8.3 The Licensee undertakes to defend the Licensor and notify him in the event of any claims that are presented to the Licensee in connection with the use of the Software. The Licensee undertakes to immediately and in writing report all known to him information to the Licensor, in particular, to the email address specified in clause 8.1. Agreement.

1. Final provisions

9.1 By accepting the Offer, the Licensee confirms to fully read the terms of the Offer, fully understands the subject of the Offer and the Agreement, fully understands the meaning and consequences of actions in relation to the conclusion and execution of the Agreement and undertakes to comply with its terms.

9.2 If any part of the Agreement is declared invalid or unenforceable, this does not affect the validity of the remaining provisions of the Agreement, which remain valid and enforceable in accordance with the terms of the Agreement.