OptiBot B2B License Agreement

This Agreement grants the Licensee a non-exclusive, non-transferable license to access and use OptiBot's structured options intelligence outputs (the "Licensed Outputs") for internal business purposes and distribution to the Licensee's own end-users.

The Licensed Outputs include software-generated data such as:

• Contract identifiers, strike prices, and expiry dates
• Calculated entry levels, target levels, and stop levels
• Technical, fundamental, and quantitative scores
• Synthesized verdicts from the Judge model

The Licensor does NOT provide:

• Investment advice, recommendations, or opinions about any security
• Personalized or tailored advice adapted to any specific end-user's financial situation
• Trade execution or order routing
• Discretionary management of any accounts or assets
• Guarantees of future performance or outcomes

All Licensed Outputs are generated by automated artificial intelligence models. No human analyst reviews, customizes, or approves any output for any specific end-user's circumstances.

Optitrade Technologies LLC is NOT a Registered Investment Advisor (RIA), a Broker-Dealer, or a Wealth Manager. The Licensor is not registered with the SEC, FINRA, or any state securities regulator as an investment adviser.

The Licensor relies on the "Publisher's Exclusion" under Section 202(a)(11)(D) of the Investment Advisers Act of 1940, as interpreted by the Supreme Court in Lowe v. SEC (1985).

No adviser-client relationship is created between Licensor and Licensee or between Licensor and any of Licensee's end-users. The Licensor has no fiduciary duty to Licensee or its end-users.

The Licensed Outputs are the same for all licensees based on the same inputs. The Licensor does not adapt outputs to any specific end-user's financial situation, portfolio holdings, risk tolerance, tax status, or investment objectives.

Subject to Licensee's payment of all fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to:

• Receive Licensed Outputs via webhook or API
• Distribute Licensed Outputs to its own end-users under Licensee's brand
• Store and cache Licensed Outputs for up to thirty (30) days
• Use Licensed Outputs for internal analysis and decision-making

Licensee may:

• Brand Licensed Outputs with Licensee's name, logo, and trade dress
• Remove Licensor's branding from distributed outputs
• Present Licensed Outputs as Licensee's own analytical product

Licensee shall NOT:

• Reverse engineer, decompile, or disassemble the OptiBot software
• Sub-license, resell, or redistribute Licensed Outputs except to its own end-users as expressly permitted
• Use Licensed Outputs to develop a competing product
• Misrepresent Licensed Outputs as investment advice or guarantees
• Remove proprietary notices from the underlying software (White-Label branding of outputs is permitted)

Licensee represents and warrants that:

• It will not represent Licensed Outputs as investment advice, recommendations, or guarantees
• It will include appropriate disclaimers with all distributed outputs, including language substantially similar to:
  
  "These outputs are generated by automated software and are for informational purposes only. Not investment advice. Past performance does not guarantee future results."
• It is solely responsible for any regulatory compliance related to its distribution of Licensed Outputs to its end-users
• It will not take any action that would cause Licensor to be deemed an investment adviser under federal or state securities laws
• It will not hold itself out as providing investment advice unless properly registered or exempt
• It will maintain appropriate business licenses and registrations for its activities

Licensor represents and warrants that:

• Licensed Outputs are generated by automated software models, not human analysis
• Licensor does not provide investment advice or trade recommendations
• Licensor has no authority over Licensee's or end-users' investment decisions
• Licensor has the right to grant the licenses described in this Agreement

Nothing in this Agreement creates an investment adviser-client relationship between Licensor and Licensee or between Licensor and any end-user.

Licensee shall pay Licensor according to the following schedule:

The minimum monthly fee shall be $500 for months 1–3, $800 for months 4–6, and $1,500 for month 7 and thereafter, regardless of end-user count.

Licensee shall report its total number of end-users monthly, within five (5) business days of month-end, in writing to Licensor.

Licensor may audit Licensee's end-user records once per calendar year upon fourteen (14) days' written notice. Any audit shall be conducted during normal business hours. If an audit reveals underpayment of fees by more than five percent (5%), Licensee shall reimburse Licensor for the cost of the audit.

Licensor shall invoice Licensee monthly. Invoices are due net thirty (30) days from the date of invoice. Late payments accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.

Fees are non-refundable except as expressly provided in this Agreement or required by law.

Licensed Outputs are delivered via webhook (Pulse) or API (Lens) as selected by Licensee.

Licensor shall provide engineering integration support during normal business hours to assist with initial setup.

Licensor shall use commercially reasonable efforts to maintain 99.5% uptime for API and webhook delivery, excluding scheduled maintenance (notified 48 hours in advance).

This Agreement has an initial term of twelve (12) months from the Effective Date (the "Initial Term").

After the Initial Term, this Agreement renews automatically for successive month-to-month periods unless either party provides thirty (30) days' written notice of non-renewal before the end of the then-current term.

Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within fifteen (15) days of receiving written notice describing the breach.

Licensee may terminate this Agreement for any reason upon sixty (60) days' written notice to Licensor.

Upon termination:

• All licenses granted under Section 3 immediately terminate
• Licensee shall cease all distribution of Licensed Outputs
• Licensee shall delete all stored Licensed Outputs from its systems
• Sections 4, 8, 9, 10, 11, 12, and 13 survive termination

Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Licensee's distribution of Licensed Outputs to its end-users
• Licensee's failure to include required disclaimers
• Any regulatory action against Licensee related to its trading, signal provision, or advisory activities
• Licensee's violation of any applicable securities laws
• End-users' investment decisions made based on Licensed Outputs

Licensor shall indemnify, defend, and hold harmless Licensee from any third-party claim that the Licensed Outputs infringe any United States intellectual property right.

The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) cooperate fully with the defense. The indemnifying party may not settle any claim without the indemnified party's consent if the settlement imposes any obligation on the indemnified party.

"Confidential Information" means any non-public information disclosed by either party to the other, including:

• Licensor's Confidential Information: software algorithms, source code, pricing, methodology, and unpublished output data
• Licensee's Confidential Information: end-user data, business strategies, and internal financial information

Each party shall:

• Use Confidential Information only to perform under this Agreement
• Protect Confidential Information using reasonable care (at least the same care used for its own confidential information)
• Not disclose Confidential Information to third parties except as necessary to perform under this Agreement or as required by law

Confidential Information does not include information that is: (a) publicly known; (b) independently developed without use of the disclosing party's information; (c) received from a third party without restriction; or (d) required to be disclosed by law (with prompt notice to the disclosing party).

The obligations in this Section 11 survive termination of this Agreement for a period of three (3) years.

If the parties execute a separate Mutual Non-Disclosure Agreement, that agreement shall govern Confidential Information in addition to this Section 11. In the event of a conflict, the Mutual NDA shall control.

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

Any dispute arising from or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court having jurisdiction.

The parties agree to bring any claims against each other only in their individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding.

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

This Agreement may be amended only by a written instrument signed by both parties.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach.

Licensee may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or acts of government.

All notices under this Agreement shall be in writing and sent by email or certified mail to the addresses set forth above or as updated by either party.

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.