STANDARD ACCESS LICENSE AGREEMENT Signal Intent Access & B2C Distribution Rights Annual License Fee: $300,000 USD (or $240,000 USD if paid in OHM) Agreement ID: [UNIQUE_LICENSE_ID] License NFT: [ETHEREUM_NFT_TOKEN_ID] Effective Date: [EFFECTIVE_DATE] Expiration Date: [EXPIRATION_DATE] (12 months from Effective Date) ================================================================================ This Standard Access License Agreement ("Agreement") is entered into between: LICENSOR: BMC Saasy Technologies, Inc. ("BMC Saasy", "Licensor", "we", "us") Email: legal@bulwk.com LICENSEE: Ethereum Wallet Address: [LICENSEE_WALLET_ADDRESS] (Wallet address serves as legal identity for this agreement) (each a "Party", collectively "Parties") ================================================================================ 1. GRANT OF LICENSE ================================================================================ 1.1 SIGNAL INTENT ACCESS: Subject to the terms of this Agreement and payment of annual fees, Licensor grants Licensee a non-exclusive, non-transferable license to: (a) Access the Bulwk Signal Service via authenticated API credentials (b) Receive cryptographically signed trading intent signals in real-time (c) Consume signals for liquidity provision and market making activities (d) Use signals for internal business operations 1.2 DAEMON DISTRIBUTION RIGHTS (B2C ONLY): Licensee may: (a) Download the Bulwk Daemon software from the enterprise repository (b) Distribute the Daemon to unlimited End Users (consumers) for B2C purposes (c) Customize and rebrand the Daemon interface for End Users (d) Create Derivative Works of the Daemon (subject to Section 3) (e) Provide Signal Service access to End Users via Licensee's platform 1.3 RESTRICTIONS - NO B2B DISTRIBUTION: Licensee may NOT: (a) Distribute or sublicense to other businesses for their own use (B2B) (b) Resell Signal Service access to enterprise clients (c) Grant Daemon modification rights to third parties (d) Share API credentials with unauthorized parties (e) Operate without active Signal Service connection For B2B distribution rights, see Enterprise License ($1,250,000/year). ================================================================================ 2. ANNUAL LICENSE FEE ================================================================================ 2.1 PAYMENT TERMS: Annual Fee: $300,000 USD OHM Discount: $240,000 USD equivalent in OHM (20% discount) Payment Due: Within 30 days of license activation Renewal: Same fee annually unless modified by mutual written agreement 2.2 PAYMENT METHOD: Payment must be made in one of the following on Ethereum mainnet: (a) ETH (Ethereum) to Licensor's designated wallet address on Ethereum L1 (b) OHM (Olympus DAO) to Licensor's designated wallet address on Ethereum L1 - 20% discount applied if paid in OHM - OHM amount calculated at time of payment based on market rate 2.3 PAYMENT CONFIRMATION: (a) Payment confirmed after 12 block confirmations on Ethereum (~2.5 minutes) (b) License NFT minted to Licensee's wallet address on Sonic blockchain (c) API credentials issued within 24 hours of payment confirmation (d) GitHub repository access granted within 24 hours 2.4 LATE PAYMENT: (a) 30-day grace period from due date (b) After 30 days, Signal Service access suspended immediately (c) After 60 days, license terminates and all rights revoked (d) Late fee: 1.5% per month (18% APR) on outstanding balance ================================================================================ 3. INTELLECTUAL PROPERTY OWNERSHIP ================================================================================ 3.1 LICENSOR RETAINS ALL OWNERSHIP: Licensor retains exclusive ownership of: (a) All Signal Service algorithms, models, and proprietary technology (b) The Bulwk Daemon software and all source code (c) All trademarks, copyrights, patents, and trade secrets (d) All Derivative Works created by Licensee (see Section 3.2) 3.2 AUTOMATIC DERIVATIVE OWNERSHIP ASSIGNMENT: **CRITICAL: ALL DERIVATIVE WORKS AUTOMATICALLY BELONG TO LICENSOR** By creating any modification, enhancement, or Derivative Work of the Daemon, Licensee hereby AUTOMATICALLY and IRREVOCABLY assigns to Licensor: (a) All right, title, and interest in the Derivative Work (b) All intellectual property rights worldwide in perpetuity (c) Exclusive right to use, modify, distribute, and commercially exploit (d) All moral rights and attribution rights This assignment occurs IMMEDIATELY upon creation without separate agreement. 3.3 LICENSE BACK TO USE DERIVATIVES: Upon automatic assignment, Licensor grants Licensee a limited license to: (a) Use the Derivative Works for B2C distribution to End Users only (b) Customize Derivative Works for Licensee's consumer-facing platform (c) Distribute Derivative Works subject to the same terms as the original Daemon Licensee DOES NOT own the Derivative Works and may not: (x) Claim ownership or patent any Derivative Work (y) Distribute Derivative Works for B2B purposes (z) License Derivative Works to other businesses 3.4 SIGNAL SERVICE PROPRIETARY TECHNOLOGY: The Signal Service source code, algorithms, and intent generation models are NOT included in this license and remain exclusively proprietary to Licensor. ================================================================================ 4. API CREDENTIALS & ACCESS CONTROL ================================================================================ 4.1 API CREDENTIAL ISSUANCE: (a) Unique API key and secret issued upon license activation (b) Rate limits: [SPECIFIED_RATE_LIMIT] requests per second (c) Signal quota: [SPECIFIED_SIGNAL_QUOTA] per month (d) Credentials valid for license term only 4.2 CREDENTIAL SECURITY: Licensee must: (a) Keep API credentials confidential and secure (b) Not share credentials with unauthorized third parties (c) Immediately notify Licensor if credentials are compromised (d) Implement industry-standard security practices (HTTPS, encryption) 4.3 CREDENTIAL REVOCATION: Licensor may revoke credentials immediately if: (a) Payment is more than 30 days overdue (b) Security breach or credential sharing detected (c) Terms of this Agreement violated (d) Fraudulent or malicious activity detected ================================================================================ 5. SIGNAL SERVICE TERMS ================================================================================ 5.1 SERVICE AVAILABILITY: (a) Target uptime: 99.5% monthly (excluding scheduled maintenance) (b) Scheduled maintenance: Maximum 4 hours/month with 48-hour notice (c) No guarantee of uninterrupted service or error-free operation 5.2 SIGNAL QUALITY: (a) Signals provided "as-is" without guarantee of profitability (b) Past performance does not indicate future results (c) Market conditions may render signals ineffective (d) Licensee assumes all financial risk 5.3 SIGNAL VALIDATION: All signals are cryptographically signed with Licensor's private key. Licensee must validate signatures before executing trades. 5.4 DEPENDENCY: The Daemon software has no standalone value without Signal Service access. Termination of this Agreement terminates all Signal Service access. ================================================================================ 6. DISTRIBUTION TO END USERS ================================================================================ 6.1 B2C DISTRIBUTION RIGHTS: Licensee may distribute the Daemon to unlimited End Users (consumers) provided: (a) Each distribution includes the DAEMON_LICENSE.txt in full (b) Licensor's copyright notices remain intact and unaltered (c) End Users receive only usage rights (no modification or redistribution) (d) Signal Service access is maintained for all End Users (e) Distribution is for consumer use only (NOT business-to-business) 6.2 BRANDING & CUSTOMIZATION: Licensee may: (a) Rebrand the Daemon interface with Licensee's logo and colors (b) Customize UI/UX for Licensee's consumer platform (c) Add Licensee-specific features and integrations (d) Market the service under Licensee's brand name Licensee must NOT: (x) Remove or obscure Licensor's copyright notices (y) Claim ownership of the underlying software (z) Misrepresent the source of the Signal Service 6.3 END USER AGREEMENTS: Licensee must require End Users to accept terms that: (a) Prohibit modification and redistribution of the Daemon (b) Disclaim warranties and limit liability (c) Acknowledge financial risk of trading (d) Preserve Licensor's intellectual property rights ================================================================================ 7. NO REVENUE SHARE REQUIRED ================================================================================ 7.1 Unlike the Enterprise License, Standard Access License holders are NOT required to pay revenue share to Licensor. 7.2 Licensee may charge End Users any fee structure (subscription, commission, flat fee, etc.) without owing additional payments to Licensor beyond the annual license fee. 7.3 Licensee has full discretion over consumer pricing and business model. ================================================================================ 8. GITHUB REPOSITORY ACCESS ================================================================================ 8.1 ACCESS GRANT: Upon license activation, Licensee receives access to the private "balancer-daemon-enterprise" GitHub repository containing: (a) Daemon source code (execution client only) (b) UI/UX components (c) Installation and deployment scripts (d) Documentation and API integration guides 8.2 WHAT IS NOT INCLUDED: The repository does NOT contain: (a) Signal generation engine source code (b) Intent prediction algorithms (c) API server implementation (d) Any proprietary Signal Service technology 8.3 REPOSITORY RESTRICTIONS: Licensee may: ✅ Clone, fork, and modify for internal use and B2C distribution ✅ Submit issues and feature requests ✅ Receive automatic updates and security patches Licensee may NOT: ❌ Make the repository public or redistribute source code independently ❌ Share repository access with unauthorized parties ❌ Extract and use code outside the scope of this license 8.4 ACCESS TERMINATION: Repository access is automatically revoked upon license expiration or termination. ================================================================================ 9. SUPPORT & MAINTENANCE ================================================================================ 9.1 TECHNICAL SUPPORT: Included support: (a) Email support: support@bulwk.com (response within 48 business hours) (b) Documentation and integration guides (c) Security patches and critical bug fixes (d) Quarterly software updates 9.2 NOT INCLUDED: (a) Custom development or feature requests (available for additional fee) (b) 24/7 phone support (available in Enterprise License only) (c) On-site training or consulting (d) Financial advice or trading strategy consultation ================================================================================ 10. TERM & RENEWAL ================================================================================ 10.1 INITIAL TERM: 12 months from Effective Date 10.2 RENEWAL: (a) Auto-renewal unless either party provides 60-day written notice (b) Renewal fee: Same as initial fee unless modified by mutual agreement (c) Payment due 30 days before expiration (d) New License NFT minted for renewed term 10.3 NON-RENEWAL: If license is not renewed: (a) Signal Service access terminates on expiration date (b) API credentials are revoked (c) GitHub repository access is removed (d) Licensee must cease all distribution of the Daemon (e) End User access to Signal Service terminates (f) Licensor retains ownership of all Derivative Works created during term ================================================================================ 11. TERMINATION ================================================================================ 11.1 TERMINATION BY LICENSOR: Licensor may terminate immediately if: (a) Payment is more than 60 days overdue (b) Licensee breaches any material term of this Agreement (c) Licensee distributes to businesses (B2B) without Enterprise License (d) Licensee shares API credentials with unauthorized parties (e) Licensee claims ownership of Derivative Works or the Daemon (f) Fraudulent, malicious, or illegal activity is detected 11.2 TERMINATION BY LICENSEE: Licensee may terminate with 60-day written notice. No refund for unused term. 11.3 EFFECT OF TERMINATION: Upon termination: (a) All rights granted under this Agreement cease immediately (b) Signal Service access and API credentials revoked (c) GitHub repository access removed (d) Licensee must cease all use and distribution of the Daemon (e) Licensee must notify End Users that service is discontinued (f) Outstanding payments remain due (g) Licensor retains ownership of all Derivative Works (h) Sections 3 (IP Ownership), 12 (No Warranty), 13 (Liability), and 14 (Governing Law) survive termination ================================================================================ 12. NO WARRANTY ================================================================================ THE SIGNAL SERVICE AND DAEMON SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (a) Warranties of merchantability, fitness for a particular purpose, or non-infringement (b) That the software will be uninterrupted, secure, or error-free (c) That signals will generate profits or be accurate (d) That the service will meet Licensee's requirements FINANCIAL MARKETS CARRY INHERENT RISK. LICENSEE MAY LOSE MONEY. LICENSEE ASSUMES ALL RESPONSIBILITY FOR: - Selection and use of the Signal Service - Financial decisions based on signals - Risk management and position sizing - Compliance with applicable trading regulations ================================================================================ 13. COMPLETE LIMITATION OF LIABILITY, IMMUNITY & INDEMNIFICATION ================================================================================ 13.1 ABSOLUTE DISCLAIMER OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL HAVE ABSOLUTELY NO LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS OF ANY KIND, INCLUDING BUT NOT LIMITED TO: (a) Financial losses, trading losses, or investment losses of any amount (b) Lost profits, revenue, data, business opportunities, or goodwill (c) Direct, indirect, incidental, special, consequential, or punitive damages (d) Personal injury, death, or property damage (e) Damages arising from market volatility, price fluctuations, or trading decisions (f) Damages arising from Signal Service errors, bugs, or inaccuracies (g) Damages arising from service interruptions, downtime, or data loss (h) Damages arising from unauthorized access, hacking, or security breaches (i) Third-party claims by End Users against Licensee or Licensor (j) Damages arising from Licensee's business decisions or distribution practices THIS LIMITATION APPLIES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). 13.2 MAXIMUM LIABILITY CAP: IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY EXCEED THE LESSER OF: (a) $0 (ZERO DOLLARS), OR (b) The annual license fee paid by Licensee in the preceding 12 months ($300,000) This cap applies to ALL CLAIMS in the aggregate, regardless of the number of incidents or legal theories asserted. 13.3 COMPLETE ASSUMPTION OF RISK: LICENSEE ACKNOWLEDGES AND AGREES THAT: (a) Licensee uses the Signal Service and Daemon entirely AT ITS OWN RISK (b) Licensee assumes ALL RISK of financial loss, trading losses, and investment losses (c) Licensee is solely responsible for all trading decisions and business outcomes (d) Licensee has consulted with financial, legal, and tax advisors before entering this Agreement (e) Licensee understands that past performance does not guarantee future results (f) Licensee understands that financial markets are inherently volatile and unpredictable (g) LICENSEE AND ITS END USERS MAY LOSE ENTIRE INVESTMENTS 13.4 RELEASE OF ALL CLAIMS: LICENSEE HEREBY IRREVOCABLY RELEASES, WAIVES, AND DISCHARGES LICENSOR AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF ANY KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATED TO THE SIGNAL SERVICE, DAEMON, OR THIS AGREEMENT. 13.5 WAIVER OF UNKNOWN CLAIMS: Licensee expressly waives the benefits of California Civil Code §1542 (and any equivalent statute in other jurisdictions), which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." LICENSEE UNDERSTANDS THAT IT IS RELEASING UNKNOWN AND UNSUSPECTED CLAIMS. 13.6 FULL INDEMNIFICATION BY LICENSEE: LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING FROM OR RELATED TO: (a) Licensee's use or misuse of the Signal Service or Daemon (b) Licensee's violation of this Agreement or any applicable laws or regulations (c) Licensee's trading activities, investment decisions, or financial losses (d) Licensee's distribution of the Daemon to End Users (e) ANY AND ALL CLAIMS BY END USERS for financial losses, trading losses, service issues, errors, or any other matter whatsoever (f) Licensee's violation of any third-party rights, including intellectual property rights (g) Licensee's marketing, sales, or business practices (h) Licensee's negligence, willful misconduct, or breach of any duty (i) Any regulatory or governmental investigations or enforcement actions (j) Any securities, commodities, or financial services violations This indemnification obligation survives termination of this Agreement. 13.7 DEFENSE AND SETTLEMENT: Licensor reserves the right to assume exclusive defense and control of any matter subject to indemnification by Licensee, at Licensee's expense. Licensee agrees to cooperate fully with Licensor in asserting any available defenses. Licensee may not settle any claim that affects Licensor's rights or interests without Licensor's prior written consent. ================================================================================ 14. GOVERNING LAW & DISPUTE RESOLUTION ================================================================================ 14.1 CHOICE OF LAW: This Agreement is governed by the laws of the jurisdiction selected by Licensor at its sole discretion, which may include but is not limited to: United States (any state), United Kingdom, European Union member states, or United Arab Emirates. Licensor reserves the right to select the most favorable jurisdiction for enforcement of this Agreement. 14.2 MANDATORY BINDING ARBITRATION: ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION. (a) Arbitration shall be conducted by a single arbitrator under the rules of the arbitration body selected by Licensor (AAA, JAMS, LCIA, or equivalent) (b) Arbitration venue and seat shall be determined by Licensor (c) Arbitration shall be conducted in English (d) Arbitrator's decision is final and binding with no right of appeal (e) Each party bears its own costs unless arbitrator determines otherwise 14.3 WAIVER OF CLASS ACTION AND JURY TRIAL: LICENSEE WAIVES ALL RIGHTS TO: (a) Participate in any class action, collective action, or representative proceeding (b) Trial by jury (c) Litigation in any court (d) Any form of group or consolidated claims ALL CLAIMS MUST BE BROUGHT IN LICENSEE'S INDIVIDUAL CAPACITY ONLY. 14.4 SUBMISSION TO JURISDICTION: By entering this Agreement, Licensee irrevocably submits to the personal jurisdiction of any court or arbitration venue selected by Licensor for enforcement of this Agreement or any arbitration award. 14.5 INJUNCTIVE RELIEF: Notwithstanding arbitration requirements, Licensor may seek immediate injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use, infringement, or breach of intellectual property rights without posting bond. 14.6 NO CONSOLIDATION: Arbitrations under this Agreement shall be conducted on an individual basis only. Licensee may not consolidate claims with those of any other party. ================================================================================ 15. GENERAL PROVISIONS ================================================================================ 15.1 ENTIRE AGREEMENT: This Agreement, together with the DAEMON_LICENSE.txt, constitutes the entire agreement and supersedes all prior agreements, whether written or oral. 15.2 AMENDMENTS: No modification is valid unless in writing and signed by authorized representatives of both Parties. 15.3 ASSIGNMENT: Licensee may not assign this Agreement without Licensor's prior written consent. Licensor may assign freely. 15.4 SEVERABILITY: If any provision is found unenforceable, the remaining provisions continue in full effect. 15.5 WAIVER: Waiver of any breach does not constitute waiver of subsequent breaches. 15.6 NOTICES: All notices must be sent to: Licensor: legal@bulwk.com Licensee: On-chain message to [LICENSEE_WALLET_ADDRESS] 15.7 FORCE MAJEURE: Neither party is liable for failure to perform due to circumstances beyond reasonable control (natural disasters, war, government action, etc.). 15.8 EXPORT COMPLIANCE: Licensee must comply with all applicable export and import laws when distributing the Daemon internationally. 15.9 INDEPENDENT CONTRACTORS: Parties are independent contractors, not partners, agents, or joint venturers. ================================================================================ 16. REGULATORY COMPLIANCE ================================================================================ 16.1 LICENSEE RESPONSIBILITIES: Licensee is solely responsible for: (a) Compliance with securities, commodities, and financial services regulations (b) Obtaining necessary licenses or registrations in Licensee's jurisdiction (c) KYC/AML compliance for End Users if required (d) Tax reporting and withholding obligations (e) Consumer protection and disclosure requirements 16.2 NON-CUSTODIAL MODEL: The Daemon operates in a non-custodial manner. Licensor never has access to Licensee's or End Users' private keys or funds. ================================================================================ ACCEPTANCE ================================================================================ BY MAKING PAYMENT FOR THIS LICENSE, LICENSEE ACKNOWLEDGES THAT IT HAS: ✓ Read and understood this Agreement in its entirety ✓ Had opportunity to consult with legal counsel ✓ Agreed to be bound by all terms and conditions ✓ Understood that this license does NOT include B2B distribution rights ✓ Understood that Licensor owns all Derivative Works ✓ Understood the financial risks of trading and market making ✓ Verified that it has authority to enter into this Agreement Payment of the license fee constitutes acceptance of this Agreement. ================================================================================ LICENSOR: BMC Saasy Technologies, Inc. Signature: _________________________ Name: [AUTHORIZED_REPRESENTATIVE] Title: [TITLE] Date: [SIGNATURE_DATE] LICENSEE: (Agreement formed via blockchain payment and NFT acceptance) Ethereum Wallet: [LICENSEE_WALLET_ADDRESS] Payment Transaction Hash: [TX_HASH] (serves as cryptographic signature) Payment Date: [PAYMENT_DATE] License NFT Token ID: [NFT_TOKEN_ID] License UUID: [LICENSE_UUID] License Activated: [ACTIVATION_DATE] ================================================================================ END OF AGREEMENT ================================================================================