SOFTWARE LICENSE & INFRASTRUCTURE AGREEMENT

(Cyprus - SaaS Infrastructure Only)

This Agreement is made on:

Between:

Incorporated in:

Registration No:

Address:

(hereinafter: "System Owner")

AND

Incorporated in:

Registration No:

Address:

(hereinafter: "Client")

01

NATURE OF AGREEMENT

System Owner provides software infrastructure and back-end services only.

System Owner does not provide financial services, brokerage, trading platforms, money services, payment processing, or any regulated financial activity.

This Agreement governs a software and infrastructure license agreement.

02

B2B RELATIONSHIP ONLY

This Agreement is strictly business-to-business (B2B).

Client is solely responsible for its customers and end-users' compliance.

03

NO END-USER INVOLVEMENT

System Owner:

  • does not interact with users
  • does not communicate with end users
  • does not provide support to end users
  • does not collect or verify KYC and users
  • does not hold or verify end users
04

NO FUNDS HANDLING

System Owner does not receive, hold, transfer, or manage funds.

All payments under this Agreement are from (client license only).

Funds are not based on:

  • trade volume
  • deposits
  • profit share
  • transaction volume
05

LICENSE & SYSTEM ACCESS

System Owner grants a non-exclusive, non-transferable license to use the System.

License is for Client licenses agreements only.

It does NOT grant ownership, resale rights, or license to sublicense (except authorized partnerships).

06

FEE STRUCTURE

Client pays a fixed-fee license for access; fees are not connected to end-user transactions or volume.

Fee billing may be monthly or annual.

07

THIRD-PARTY INTEGRATIONS

System Owner may provide API connectivity only.

System Owner is not responsible for Client's external integrations used by the Client and their Client responsibility.

System Owner bears no responsibility for third-party services.

08

NO COMPLIANCE OR KYC OBLIGATIONS

System Owner performs no KYC, AML or compliance checking of end users.

Client is solely responsible for all compliance and regulatory obligations.

09

SYSTEM CONTROL

All system changes, configurations, and settings are managed exclusively by Client only.

System Owner does not configure trading activity or financial activity.

10

INDEPENDENT CONTRACTOR

Nothing in this Agreement creates employment, partnership, or agency or co-employment.

11

INDEMNIFICATION

Client shall fully indemnify and protect System Owner for damages and complaints arising out of Client's use and from Client's customers, end-users, third parties, regulatory bodies, litigation, or governmental entities.

12

LIMITATION OF LIABILITY

System Owner shall not be liable for:

  • trading losses
  • business losses
  • revenue losses
  • regulatory actions
  • third-party failures

Maximum liability limited to one month license fee.

13

IMMEDIATE SUSPENSION

System Owner may immediately suspend or terminate if there is regulatory risk — regulatory investigation into Client business.

14

GOVERNING LAW

This agreement governed by law of the Republic of Cyprus.

Jurisdiction: Courts of Nicosia, Cyprus.

SIGNATURES

SYSTEM OWNER

CLIENT

DATE

Verification