FN ALGORITHMIC TECHNOLOGIES, INC dba FN Capital, a Florida Corporation with its principal place of business located at 10340 SW 187TH ST, MIAMI, FL 33157 (referred to herein as "Licensor,” “Company,” or “Us”), and , an individual or business residing at , and , an individual or business residing at  (referred to herein as “Licensee,” “Licensee,” "User," or “You”). Licensee and Licensor may be referred to herein individually as a “Party” and collectively as “Parties.”

WHEREAS, Licensor owns and operates a forex trading algorithm (the "Software") designed to automate and assist owners of online brokerage accounts with access to the foreign currency exchange ("Forex") market and ability to hold Forex positions therein (“Forex Brokerage Account”) and/or an account with the ability to transmit contract execution orders for the purchase and sale of currencies to an owners Forex Brokerage Account (“Forex Trading Account”) in placing and executing purchase and sale orders therein (Forex Brokerage Account and Forex Trading Account may be referred to herein individually as “Account” or collectively as “Accounts”);

WHEREAS, Licensee desires to use the Software in their Account(s), and Licensor is willing to grant Licensee the right to use the Software under the conditions and in exchange for the representations, warranties, and covenants contained herein below;

NOW, THEREFORE, in consideration of the premises, representations, warranties, and covenants contained herein, Licensor and Licensee agree as follows:

1. Grant of License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Software in their Account(s) solely for their personal trading purposes subject to the terms and conditions in this Agreement. Payment shall be made as follows:
   
   
2. License Usage: This license can be used on (4) four personal trading accounts belonging to and . Additional accounts can be used upon request for an additional fee of $5,000 USD for each additional account.
   
   
3. Installation and Setup Fee. Licensee shall pay Licensor a one time Installation and Setup Fee of Nineteen Thousand Nine Hundred and Ninety Five U.S Dollars ($19,995 USD) prior to the Installation of the Software in Licensee’s Account. Licensee will be required to open a Forex brokerage account following this agreement and make a deposit into said account for installation of the software to take place. This fee can be made payable to the banking details at the bottom of this agreement. In case of any alternative arrangements in regards to paying the $19,995 upfront, this must be made aware in writing over SMS or Email for any form of lower deposits with financing.
   

   2.2 Financing Terms. The Licensee agrees to the following financing terms:

         - Licensee Down Payment: Nine Thousand Nine Hundred and Ninety Five U.S. Dollars ($9,995 USD)

         - Remaining balance due 30 days later: Ten Thousand U.S. Dollars ($10,000 USD)

   The Licensor shall provide the Licensee with detailed invoices reflecting the financing schedule. The financing payments are to be made on time until the total Licensing Fee of Nineteen Thousand Nine Hundred and Ninety Five U.S. Dollars ($19,995 USD) is fully paid.

4. Withdrawal or Deposit Notification. Licensee agrees to notify Licensor of any withdrawals or deposits made from their Trading Account, regardless of the amount. This notification must be made in writing via email to [email protected] 12 hours prior to any withdrawal or immediately after deposit. Failure to notify Licensor of withdrawals or deposit may impact the performance of the Software and will be considered a breach of this Agreement. IT IS ESSENTIAL TO UNDERSTAND A LOSS MAY OCCUR IF A LARGE WITHDRAWAL IS DONE WITHOUT NOTIFICATION.
   
   
5. Risk: Initial risk setting will be put to standard. Should a client wish to modify these settings or put in place a hard stop loss, the client must say so in writing to their point of contact within FN Capital, or through email to [email protected] . The client also understands that, should they adjust the risk settings or put in place a hard stop loss, it is entirely at their own liability should a negative outcome occur. FN Capital will be held harmless as they cannot control slippage, liquidity, or foresee the benefits of hard stops or the risks of increased settings.

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6. Disputes. In the event of any dispute regarding the calculation or payment of the Licensing Fee, Licensee shall remit the amount due according to Licensor in accordance with the provisions herein after which Licensee shall submit a request for adjustment along with any supporting justification and the Parties agree to negotiate in good faith to resolve the matter amicably within thirty (30) calendar days. Any adjustments to the Licensing Fee shall be made and the Licensor (or Licensee as the case may be) shall remit the agreed upon amount within seven (7) calendar days following the resolution of the dispute. If Parties are unable to resolve the dispute within the time allotted and no written Agreement to extend the period is reached, then the Parties shall comply with the dispute resolution process and procedures outlined in Section 25 below unless otherwise waived in writing and signed by both Parties.
   
   
7. Interest and Penalties. In the event of late payment or underpayment of the Licensing Fee, Licensor shall assess a one-time late fee of $250.00. Additionally, the Licensee shall pay Licensor interest on any unpaid balance, including any assess or applied costs and fees, at a rate of 1.25% per month, compounded monthly, from the due date the amount became due until the date that Licensee’s unpaid balance equals zero ($0.00). Licensee shall be responsible for any reasonable costs and expenses incurred by the Licensor in recovering the unpaid amounts including without limitation costs related to accountants or auditors, attorneys fees, investigative and court costs, and/or amounts owed under contingency fee Agreements from debt collection companies or agents.
   
   
8. No Set-Off. The Licensee shall not be entitled to set off or deduct any amounts from the Licensing Fee owed to the Licensor under this Agreement, whether for any alleged counterclaims, disputes, or otherwise, without the prior written consent of the Licensor.
   
   
9. Ministerial Services. Licensor may offer Licensee guidance and referrals to third-parties including without limitation vendors, lenders, brokers, contractors, service providers, and consultants. Additionally, Licensor may, in its discretion, and at no additional fee to Licensee, offer Licensee assistance (“Ministerial Act”). Before Licensor commences any Ministerial Act, Licensor shall obtain Licensee’s written consent. Licensee agrees to reimburse Licensor for expenses incurred in carrying out a Ministerial Act. In the event Licensor offers to engage in a Ministerial Act, Licensee hereby agrees to indemnify, defend and save and hold harmless Licensor from any cost, claim, damage or liability (including attorneys’ fees and court costs) related to the Ministerial Act. Licensee also waives any claims against Licensor that may be related to the Ministerial Act. Licensee accepts that this indemnification and waiver of all liability related to the Ministerial Act is a material inducement for Licensor to make any offer to Licensee for such Ministerial Act, and without such indemnification and waiver from Licensee, Licensor would not make any such offer of assistance to Licensee to engage in the Ministerial Act. The foregoing indemnity of Licensee shall survive expiration of the Term of this Agreement or its earlier termination.
   
   
10. Term and Termination. This Agreement shall commence on the Effective Date, which is the date of execution by both Parties and shall continue in effect for a period of one (1) year (the “Initial Term”) thereafter unless otherwise terminated in accordance with this provision. Upon completion of the Initial Term, the Agreement shall automatically extend on a month-to-month basis (the “Option Term”) until written notice is provided by either party, to the other party, in accordance with Section 5. Client may terminate this Agreement at any time by providing written notice to Consultant. Consultant may terminate this Agreement, at any time, for cause, with fourteen (14) days written notice to Client. Consultant may terminate the Option Term, without cause, at any time. For this Section, “cause” shall include, but is not be limited to: (1) any act or omission by Client, which interferes with the Software or it’s ability to operate within Licensee’s Account; (2) Licensor’s ability to collect the Licensing Fee or audit Licensee’s financials, or (3) Client’s breach or threatened breach of any term in this Agreement. If Client breaches any term under this Agreement, Consultant may immediately stop Licensee’s ability to utilize the Software and Licensor may only reactivate the Software at Licensor’s sole discretion.

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10. Intellectual Property Rights, Ownership, and Rights of Parties. Licensee shall at all times maintain full ownership, access and control to their Account and the fund contained therein as well as any bonuses allotted based on their deposit value when and if applicable. Licensor retains all right, title, and interest in and to the Software and related intellectual property rights. Licensee is granted a limited, non-transferable, and non-exclusive license to use the Software exclusively in the Account identified and disgnated by Licensee forwhich Licensor has the right to access and audit strictly in accordance with this Agreement.
    
    
11. Confidentiality, Prohibited Acts, and Restricted Activities. Licensee agrees to keep all aspects of the Software, including its algorithms and functionality, confidential and not to disclose or share any confidential information with third parties. Licensee shall not reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software. The Licensee agrees that the Software provided by Licensor is not to be replicated, copied, or used in any other accounts or for any other means outside of the Account designated by Licensee and for the purposes stated herein. Furthermore, the Licensee is prohibited from licensing, distributing, or sharing this Software with any third parties without the express written consent of FN Capital. Licensee shall not copy, modify, distribute, or sublicense the Software. Licensee agrees to comply with all applicable state, federal, and international laws, regulations, and guidelines related to Forex trading and financial transactions. Licensee acknowledges that Forex trading is subject to various regulatory requirements and shall be solely responsible for ensuring their compliance with such requirements.
    
    Client acknowledges that during the Term of this Agreement Client will have access to Consultant’s Confidential Information which, if disclosed, could assist in competition against Consultant by third parties. Client recognizes the highly competitive nature of Consultant’s business, services, and its trade secrets, and that Consultant conducts its business electronically, through e-commerce, and throughout the United States. Therefore, Client agrees that the following restrictions on Client’s activities are necessary to protect the good will, Confidential Information, and other legitimate business interests of Consultant, which restrictions are fair and supported by adequate consideration:
    
    (A) Non-Competition. Client on behalf of itself and its directors, officers, members or shareholders, employees, agents, and representatives agrees and warrants that during the Term of this Agreement, and for two (2) years following the termination of this Agreement (the “Restricted Period”), Client shall not be involved, directly or indirectly, whether as owner, partner, investor, consultant (paid or unpaid), agent, employee, co-venturer or otherwise, with any business that competes with Licensor anywhere in the United States, regardless of whether Client is physically located within the United States or outside of the United States.
    
    (B) Non-Solicitation. During the Restricted Period, Client agrees that it will not, directly, or indirectly through another Person: (i) induce or attempt to induce any employee or contractor of Consultant to leave the employ or contract of Consultant, or in any way interfere with the relationship between Consultant and any of its employees or contractors, or (ii) induce or attempt to induce any customer, supplier, client, distributor, vendor, licensee, or other business relation of Consultant to cease doing business with Consultant, or in any way interfere with Consultant’s relationship with any such party.
    
    (C) Non-Disclosure. The Parties agree not to use, reveal, make available, nor disclose, whether directly or indirectly, to any third party any Confidential Information for any purpose except as approved in writing by Consultant. Further, the Parties shall (a) not assist nor enable anyone to access or use any of Confidential Information; and (b) not use nor exploit any of the Confidential Information for any purpose whatsoever except in accordance with the terms of this Agreement. For purposes of this Agreement, the Party disclosing the Confidential Information shall be referred to as "Disclosing Party,” and the Party receiving the Confidential Information shall be referred to as "Receiving Party.”
    

    (i) Notwithstanding the foregoing, Receiving Party will: 1) promptly notify the Disclosing Party, to the extent legally permissible, if Receiving Party becomes required by court order to disclose any Confidential Information; 2) cooperate with Disclosing Party if Disclosing Party decides to oppose or to seek to restrain such disclosure; and 3) subject to the foregoing, only disclose that information which its counsel advises it is legally compelled to disclose.

    (ii) If at Disclosing Party’s request, Receiving Party is unable to obtain a protective order or other injunctive relief above with respect to the Confidential Information referred to therein and Receiving Party is thereafter required by court order to disclose such Confidential Information, Receiving Party may disclose only such Confidential Information as is expressly required by the court order.

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(D) Maintenance of Confidential Information. The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Disclosing Party’s Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own confidential information. Receiving Party shall also immediately notify Disclosing Party, in writing, of any unauthorized use or disclosure of the Confidential Information.

(E) Confidentiality Term. Regardless of any termination of this Agreement, the parties expressly acknowledge and agree that their respective rights and obligation under this Section 9 shall last for a period of five (5) years following the expiration of this Agreement or permissible termination of this Agreement; provided, however, that Client’s duties of confidentiality thereunder with respect to Consultant’s trade secrets shall survive such expiration and such duties of confidentiality shall continue and not expire so long as such Confidential Information is deemed a trade secret as a matter of law.

(F) In signing this Agreement, Client acknowledges that he/she/it has carefully read, consulted with legal counsel, and considered all the terms and conditions of this Agreement, including the restraints imposed on Client, throughout the United States, under this Section 9. Client agrees that all such restraints are necessary for the reasonable and proper protection of Consultant, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area (i.e., throughout the United States). Client further acknowledges that, were Client to breach any of the covenants contained in this Section 9, however caused, the damage to the Consultant would be irreparable. Client therefore agrees that Consultant, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any such breach or threatened breach, without having to post bond, together with reasonable attorneys’ fees incurred in enforcing Consultant’s rights hereunder.

12. Liquidated Damages for Breach of Restricted Activities by Licensee. In the event of a breach or threatened breach of Sections 10 or 11 herein, the aggrieved Party shall immediately be entitled to pursue in any court of competent jurisdiction specific performance, injunctive relief, damages, or such other remedies and relief as may be available, regardless of any contrary provision of this Agreement. Additionally, due to the difficulty of measuring damages in the event of a breach of this Agreement by Licensee, the Parties agree that, in the event of a breach of either Section 10 or 11 by Client, Client shall owe Consultant total liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000.00) per breach. The Parties further agree that (i) the liquidated damage amount due from Client as above set forth is not a penalty but is an arms-length negotiated amount under the circumstances, and (ii) this Section shall not be construed as a waiver of prohibition of any other remedies of Licensor in the event of a breach of this Agreement by Licensee.

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13. Disclaimer of Warranty. The Software is provided "as is" without any warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or non-infringement. CONSULTANT’S SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. CLIENT MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING CONSULTANT’S SERVICES MADE BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS BY THIRD PARTY SERVICE PROVIDERS. CLIENT AGREES THAT CONSULTANT SHALL BEAR NO RISK WHATSOEVER AS TO THE SALE OF PRODUCTS OR SERVICES. CONSULTANT SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO CONSULTANT’S SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT.

Without limiting the foregoing, Consultant makes no representations or warranties as to: (1) the accuracy, the reliability, or the completeness, of any matter within the scope of this Agreement, including but not limited to the Software, marketing materials and content, the data, information, content, systems, technology, graphics, or communications provided on; (2) the satisfaction of any regulation (government or otherwise) requiring disclosure of information on the transactions executed through or in connection with the Software or the approval or compliance of the Licensee or Licensee’s Accounts or any software or information and content contained in the Licensee’s Accounts or the Software; or (3) that the Software will satisfy Client’s economic needs and requirements or reach any particular level of sales, income, or net profits.

14. Limitation of Liability. Licensor shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Software or any losses incurred in Forex trading. Licensee acknowledges and agrees that Forex trading involves significant risks, and Licensor shall not be held responsible for any trading losses. Additionally, Licensee acknowledges and agrees that the usage of software and technology for automation also involves risks and Licensor shall not be held responsible for any loses related thereto. Licensor’s maximum liability under this Agreement shall not exceed the total amount paid by Licensee to Licensor for Installation and Set Up Fee in Section 2 above or $15,000.00, whichever is less.
    
    
15. Indemnification. Licensee agrees to indemnify and hold Licensor harmless from and against any claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to without limitation any violation of applicable laws and regulations, this Agreement, or Licensee’s breach of this Agreement. The Licensee agrees to indemnify and hold harmless the Licensor from any claims, losses, damages, liabilities, costs, and expenses (including attorney fees) arising out of or related to without limitation any violation of applicable laws and regulations, this Agreement, or Licensee’s breach of this Agreement.
    
    
16. Privacy and Data Security. Licensor may collect, process, and publish data related to Licensee's use of the Software. Such data will be handled in accordance with Licensor's Privacy Policy. Licensor will implement reasonable data protection measures to safeguard Licensee's personal identify and financial data in accordance with applicable laws and regulations.
    
    
17. Updates and Maintenance. Licensor may provide updates or enhancements to the Software, which Licensee shall install if directed by Licensor and is encouraged to install otherwise if to optimize performance. Licensor shall provide maintenance and support services as described in a separate Maintenance Agreement, if applicable. Licensee agrees to pay an annual recalibration and maintenance fee if required by Licensor.
    
    
18. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision herein.

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19. Representations and Warranties. Licensor represents and warrants that it has the right to grant the license and that the Software does not infringe any third-party intellectual property rights. Licensee represents and warrants that they have the legal capacity to enter into this Agreement.
    
    
20. Know Your Customer Disclosure. The Licensee agrees to provide Licensor with full KYC details upon request, including without limitation, documentation from third parties providing Licensee’s full name, address, phone number, social security number, and email. Such documentation may include a valid government-issued identification card, social security card, utility bills, and/or other documentation customarily requested by any financial institution when establishing the beneficial ownership of a depository account. For the avoidance of doubt, Licensee warrants and agrees not to use the Software in the Account for the benefit of any undisclosed third-party. These details are to be sent to [email protected] or through Licensor’s onboarding form whichever the case may be.
    
    
21. Acknowledgement of Disclosures. Licensee hereby acknowledges that that they have received and carefully reviewed all disclosures, documents, and information provided to them in connection with this Agreement. Licensee confirms that they understand the terms, conditions, rights, and obligations set forth herein. The Licensee acknowledges that they have received and reviewed all documentation related to the licensing fee structure, payment terms, reporting requirements, audit rights, and any other provisions relevant to their obligations under this Agreement. The Licensor acknowledges that they have provided the Licensee with all necessary disclosures, including information regarding the licensing fee, calculation methodology, payment schedule, reporting obligations, audit procedures, and any other material terms and conditions of this Agreement. Both Parties agree that they have had the opportunity to seek independent legal and financial advice regarding the terms of this Agreement and have entered into it freely, knowingly, and voluntarily.
    
    
22. Independent Review and Negotiation by Counsel. Each Party acknowledges that they have had the opportunity to seek independent legal counsel of their own choosing regarding the negotiation, review, and execution of this Agreement. Each Party further acknowledges that they have had sufficient time to review and consider the terms of this Agreement with their legal counsel. The Parties agree that the terms of this Agreement are the result of arms-length negotiations conducted by them with the benefit of legal advice. No Party shall assert that any ambiguity, inconsistency, or unfairness in this Agreement should be construed against the other Party by reason of the authorship or preparation of this Agreement. By signing this Agreement, each Party represents and warrants that they have been advised of their legal rights and obligations under this Agreement and that they fully understand the terms and conditions contained herein.
    
    
23. Notice and Contact Information. Any notices or communications required under this Agreement shall be sent in writing to the addresses provided by each party herein below. For inquiries and support the Parties shall use the following:

Licensor:
FN ALGORITHMIC TECHNOLOGIES, INC dba FN Capital:

Main Contact: Isaac Adams
Address: 10340 SW 187TH ST, MIAMI, FL 33157
Phone: 1-365-886-2195
E-mail: [email protected]

Licensee:

Business Name:  

Name: and

Address:

Phone:  

E-mail:

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24. Assignment. Licensor may from time to time assign some or all of it’s obligations and rights under the Agreement without prior written consent. However, Licensee shall not assign the rights, benefits, or responsibilities under the Agreement without the prior written consent of Licensor.
    
    
25. Independent Contractors. The relationship between Licensor and Licensee is that of independent contractors, and nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship.
    
    
26. Governing Law and Jurisdiction. This Agreement, the negotiations thereunder, and performance thereof shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York without reference to principles of conflicts of laws. Client hereby irrevocably consents to the personal jurisdiction of and agrees that the sole venue for any dispute arising in connection to this Agreement shall be the courts of competent jurisdiction (State and federal) located within New York, New York. Client agrees not to commence or prosecute any such action, claim or proceeding other than in such aforementioned courts. The parties hereto agree that New York law shall apply regardless of any choice or conflicts of law principles. Client agrees that New York, New York is a convenient forum, and waives any objection to same under forum non conveniens or other principles.
    
    
27. Dispute Resolution. Except where otherwise expressly set forth in this Agreement, any dispute or claim arising out of or relating to this Agreement shall only be resolved by binding arbitration but only if the Parties fail to reach a resolution through Mediation. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA”) rules, as modified by this Agreement, which shall take place in Miami-Dade County, Florida. Any arbitration proceeding, determination, or award, shall be confidential, and neither Party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement. Judgment on any arbitration award may be entered in any court having proper jurisdiction. All administrative fees and expenses of such arbitration proceeding will be divided equally between the parties, though each Party will bear its own expense of counsel, experts, witnesses and preparation and presentation of evidence at the arbitration (except where attorneys’ fees and costs shall be awarded pursuant to the Attorneys’ Fees provision in this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, THE PARTIES FOREVER AND WITHOUT EXCEPTION WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement may be brought by either Party more than one (1) year after the cause of action arose.
    
    
28. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN MATERIALLY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
    
    
29. Severability, Headings. If any provision is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. In such event, the Parties hereby acknowledge their intent to make such invalidated provision, or part of such provision, as to be deemed replaced with a valid provision or part of provision that most closely approximates and gives effect to the intent of the invalid provision. Any such modification shall revise the existing invalid provision, or part thereof, only as much as necessary to make the invalidly-held provision otherwise valid. Headings are used for convenience of reference only, and in no way define, limit, construe or describe the scope or extent of any section of this Agreement.

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30. Amendments. This Agreement may only be amended or modified in writing and signed by both Parties. No oral Agreements or representations shall be binding.
    
    
31. Force Majeure. Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond Licensor's reasonable control, including but not limited to fire, acts of God, strikes, labor disputes, governmental restrictions or orders, natural disasters, or any other event outside the direct control of Licensor.
    
    
32. Severability.If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force.
    
    
33. Entire Agreement. This Agreement, including any attached schedules or exhibits, or documents incorporated by reference constitutes the entire Agreement between the parties and supersedes all prior negotiations, understandings, and Agreements, whether written or oral.
    
    
34. Electronic Signatures. This Agreement may be executed by electronic means and in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all such counterparts together will constitute one and the same instrument.
    
    
35. Acceptance. By either executing this document or using the Software provided by Licensor, Licensee acknowledges that they have read, understood, and agreed to the terms of this Agreement.d
    
    
36. Double Guarantee.
    a. Licensor guarantees that the Licensee will achieve profitability within seven (7) days of the activation of the FAST AI on the Licensee's trading account, based on the starting balance of the account, excluding any broker or miscellaneous fees. If this condition is not met, the Licensee may request a refund of the License Fee. If the Licensee achieves profitability within the seven (7) days, no refund will be granted.

    b. Additionally, Licensor guarantees that if the Licensee does not recover the full License Fee within twelve (12) months, the Licensee may request a refund of the difference between the recovered amount and the License Fee, subject to the conditions specified herein. This is not a refund of the full License Fee but a refund of the difference. For example, if the Licensee recovers $9,000, Licensor will refund the remaining $1,000.

    c. Conditions for the twelve (12) month guarantee: To qualify for the refund guarantee provided in subsection (b), the Licensee must:

                      i. Make an initial minimum deposit equal to, or greater than your license fee of Ten Thousand U.S. Dollars ($10,000 USD) into their Forex Brokerage Account.

                      ii. Refrain from making any withdrawals from the Forex Brokerage Account during the twelve (12) month period.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

By signing below, the Parties acknowledge that they have read, understood, and agreed to the terms and conditions of this FN Capital Agreement.

Licensee:

By: ,

Name: and

On behalf of (company):  

FN Capital:

By:

Isaac Adams

On behalf of FN Capital

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Signed and Agreed to on this day the (the “Effective Date”)

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ADDENDUM A: DISCLAIMER: RISK DISCLOSURES AND DISCLAIMER OF TRADING ADVICE

This Addendum A: Risk Disclosures and Disclaimers (“Addendum A”) is entered into between the Parties, Licensor and Licensee, on the same date and contingent upon the terms as the Agreement to which it is Attached as Addendum A. This Addendum A is designed to make Licensee fully aware of the nature of Licensor and the relationship between the Parties as well as make Licensee more fully aware of the risks inherent in the Forex Markets and Trading therein. Accordingly, Licensee shall affirm and acknowledge each of the specifically described risks and disclaimers below as a material consideration to the Agreement to which this is attached.

RISK DISCLOSURE STATEMENT

IMPORTANT: Before You, Licensee, use the Software and related services provided by Licensor, it is essential that You, Licensee, understand and acknowledge the inherent risks associated with Forex trading. Trading in the foreign exchange market ("Forex") involves significant financial risks and may not be suitable for all investors. Trading in the foreign exchange market ("Forex") involves significant financial risks and may not be suitable for all investors.

1. Volatility of Forex Markets. Forex markets are known for their volatility, and prices can fluctuate rapidly. Price movements can be unpredictable and can result in significant gains or losses in a short period.
   
   
2. Leveraged Trading. Forex trading often involves the use of leverage, which can amplify both profits and losses. While leverage can magnify potential gains, it also increases the risk of substantial losses.
   
   
3. Market Risk. Market conditions can change rapidly due to various factors, including economic events, geopolitical developments, and central bank policies. These changes can impact currency values and trading outcomes.
   
   
4. Risk of Loss. There is no guarantee of profits in Forex trading, and it is possible to lose more than the initial capital invested. You should only trade with funds you can afford to lose.
   
   
5. Technical and System Risks. The use of electronic trading systems, including algorithms, is subject to technical risks, such as system failures, delays in execution, and connectivity issues. These technical issues can affect the accuracy and timing of trades.
   
   
6. Past Performance. Past performance of the Software is not indicative of future results. Historical performance data should not be the sole basis for making trading decisions.
   
   
7. Trading Psychology. Emotions, such as fear and greed, can influence trading decisions. It is essential to have a disciplined trading strategy and risk management plan to mitigate emotional trading.
   
   
8. Professional Advice. Licensor strongly encourages you to seek professional financial advice and conduct your own research before using the Software. You should carefully consider your investment objectives, risk tolerance, and financial situation.
   
   
9. No Guarantees. The Software provided by Licensor does not guarantee profits or specific trading outcomes. Trading results can vary, and there is no assurance of success.
   
   
10. User Responsibility. By using the Software, you acknowledge that you are solely responsible for your investment decisions, and any losses incurred are your own responsibility.
    
    
11. Agreement Acknowledgment. By entering into this End User Licensing Agreement and using the Software, you acknowledge that you have read and understood this Risk Disclosure Statement and that you are aware of the risks associated with Forex trading.

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12. Consultation with a Professional. Before using the Software, it is strongly recommended that you consult with a qualified financial advisor to assess your suitability for Forex trading and to obtain personalized investment advice.

Please carefully consider your risk tolerance and financial situation before using the Software. Do not trade with funds you cannot afford to lose. If you have any doubts or concerns about the risks involved in Forex trading, seek professional advice.

NOT INVESTMENT ADVISE

IMPORTANT: It is essential that You, Licensee, understand and acknowledge that Licensor is not a licensed broker-dealer or advisor with the SEC, FINRA, or any other regulatory body and nothing that Licensor, it’s agents, employees, affiliates, or any other party related to Licesnor has said or done constitutes Trading Advise. It does not constitute and cannot replace investment advice. We therefore recommend that you contact your personal financial advisor before carrying out specific transactions and investments.

1. Non-Investment Advisor. Licensor is not a registered investment advisor or broker-dealer and does not provide personalized investment advice. The trading algorithm and related services offered by Licensor are for informational and automated trading purposes only. The algorithm's decisions are based on predetermined criteria and do not constitute personalized investment recommendations.
   
   
2. No Offer or Recommendation. The trading algorithm's output and any related materials provided by Licensor are not an offer to buy or sell securities or any other financial instruments. They should not be construed as investment advice or a recommendation to engage in any specific trading strategy or financial transaction.
   
   
3. Risk and Responsibility. User acknowledges that all trading activities carry inherent risks, and past performance is not indicative of future results. User is solely responsible for assessing the risks associated with using the trading algorithm and for making their own investment decisions. Licensor does not guarantee the accuracy, completeness, or timeliness of the algorithm's output.
   
   
4. Consultation with a Professional. User should consult with a qualified financial advisor or conduct their own research and analysis before making any investment decisions based on the algorithm's output. User's investment decisions should align with their investment objectives, risk tolerance, and financial situation.
   
   
5. No Liability. Licensor shall not be liable for any losses, damages, or financial consequences resulting from User's use of the trading algorithm, including but not limited to trading losses, financial market fluctuations, or any other related risks.
   
   
6. User's Responsibility. User acknowledges that their use of the trading algorithm is at their own risk, and they are responsible for all investment-related decisions and outcomes. Licensor does not assume any responsibility for User's investment activities.
   
   
7. No Fiduciary Relationship. This Agreement does not create a fiduciary relationship between Licensor and User. Licensor's relationship with User is solely contractual.
   
   
8. Compliance with Laws. User agrees to comply with all applicable laws and regulations when using the trading algorithm and engaging in any trading activities.

9.NoGuarantees. User understands that there are no guarantees of profits or specific trading outcomes when using the trading algorithm. Trading involves risks, and losses may occur.

Licensee Initials
Licensee Initials

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10. Professional Advice Encouraged. Licensor strongly encourages User to seek professional advice and conduct due diligence before using the trading algorithm or engaging in any investment activities. User's investment decisions are their own responsibility.

By entering into this Agreement, Licensee acknowledges and accepts the risks, terms and disclaimers provided herein.

Licensee:

Name: and
By: ,
Personally, and on behalf of (company):  

Funds to be made payable to:

Company Name: FN Capital

Company Address: 10340 Southwest 187th Street, Cutler Bay, Florida 33157

Bank Name: JPMorgan Chase Bank, N.A.

Bank Address: 1450 Brickell Ave, Miami, FL 33131

Account Number: 603939995

ACH Routing Number: 267084131

WIRES Routing Number: 021000021

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Signed by FN Capital
Signed On: August 6, 2024

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Document name: FN CAPITAL FAST AI END USER LICENSING AGREEMENT - $19,995 w/ $9,995K DOWN & $10K 30 day later

Unique Document ID: dababead1b8bfaf120e53e023ec77928d4bad87c

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Timestamp	Audit
August 6, 2024 5:39 pm EDT	FN CAPITAL FAST AI END USER LICENSING AGREEMENT - $19,995 w/ $9,995K DOWN & $10K 30 day later Uploaded by FN Capital - [email protected] IP 170.250.53.74
August 6, 2024 6:32 pm EDT	FN Capital - [email protected] added by FN Capital - [email protected] as a CC'd Recipient Ip: 170.250.53.74
August 6, 2024 6:41 pm EDT	FN Capital - [email protected] added by FN Capital - [email protected] as a CC'd Recipient Ip: 170.250.53.74

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