ENTERPRISE LICENSE AGREEMENT Signal Intent Access, B2B & B2C Distribution Rights, Revenue Sharing Annual License Fee: $1,250,000 USD (or $1,000,000 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 Enterprise 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, payment of annual fees, and quarterly revenue sharing, 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 (e) Resell Signal Service access to enterprise and consumer clients 1.2 DAEMON DISTRIBUTION RIGHTS (B2B + B2C): Licensee may: (a) Download the Bulwk Daemon software from the enterprise repository (b) Distribute the Daemon to businesses (B2B) AND consumers (B2C) (c) Sublicense Signal Service access to other businesses (d) Customize and rebrand the Daemon interface for clients (e) Create Derivative Works of the Daemon (subject to Section 3) (f) Provide white-label Signal Service under Licensee's brand (g) Offer SaaS, subscription, or commission-based business models 1.3 EXPANDED RIGHTS VS. STANDARD LICENSE: This Enterprise License includes everything from the Standard Access License ($300K) PLUS: ✅ B2B distribution and sublicensing rights ✅ Resale of Signal Service to businesses ✅ White-label enterprise distribution ✅ Priority support and quarterly business reviews ✅ Dedicated account manager ✅ Custom feature development consideration ADDITIONAL OBLIGATIONS: ⚠️ 5% revenue share on ALL gross revenue (quarterly payments) ⚠️ Quarterly revenue reporting (due 15 days after quarter end) ⚠️ Annual audit rights (maximum once per year) ⚠️ Attribution requirement ("Powered by Bulwk") 1.4 RESTRICTIONS: Licensee may NOT: (a) Sublicense Enterprise tier rights to customers (customers cannot resell) (b) Share API credentials with unauthorized parties (c) Operate without active Signal Service connection (d) Claim ownership of Derivative Works (all belong to Licensor per Section 3) (e) Remove Licensor's copyright notices (f) Underreport revenue to avoid revenue sharing obligations ================================================================================ 2. ANNUAL LICENSE FEE ================================================================================ 2.1 PAYMENT TERMS: Annual Fee: $1,250,000 USD OHM Discount: $1,000,000 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 (e) Dedicated account manager assigned within 48 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. **IMPORTANT: Even as an Enterprise License holder, Licensee does NOT own Derivative Works. Licensee receives only expanded USE RIGHTS (B2B+B2C) but not ownership rights.** 3.3 LICENSE BACK TO USE DERIVATIVES: Upon automatic assignment, Licensor grants Licensee a limited license to: (a) Use the Derivative Works for B2B AND B2C distribution (b) Sublicense Derivative Works to business and consumer clients (c) Customize Derivative Works for white-label distribution (d) Commercially exploit Derivative Works subject to 5% revenue share Licensee DOES NOT own the Derivative Works and may not: (x) Claim ownership or patent any Derivative Work (y) Sublicense Enterprise tier rights (customers cannot resell to other businesses) (z) Transfer ownership or exclusive rights to third parties 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. REVENUE SHARING - 5% OF GROSS REVENUE ================================================================================ 4.1 REVENUE SHARE OBLIGATION: Licensee must pay Licensor 5% of ALL gross revenue derived from: (a) Sublicensing Signal Service access to businesses (B2B) (b) Selling Signal Service access to consumers (B2C) (c) Subscription fees charged to clients (d) Commission or performance fees from clients (e) Any revenue related to the Daemon or Signal Service 4.2 GROSS REVENUE DEFINITION: "Gross Revenue" means all revenue received by Licensee from sublicensing or distributing the Signal Service, BEFORE deducting any expenses, costs, or fees. EXAMPLES: Example 1 (B2B SaaS): - Licensee charges 10 businesses $5,000/month each - Monthly gross revenue: $50,000 - Annual gross revenue: $600,000 - Revenue share due: $600,000 × 5% = $30,000/year - Quarterly payments: $7,500 Example 2 (B2C Platform): - Licensee charges 5,000 consumers $20/month each - Monthly gross revenue: $100,000 - Annual gross revenue: $1,200,000 - Revenue share due: $1,200,000 × 5% = $60,000/year - Quarterly payments: $15,000 Example 3 (Mixed B2B + B2C): - B2B revenue: $800,000/year - B2C revenue: $400,000/year - Total gross revenue: $1,200,000 - Revenue share due: $1,200,000 × 5% = $60,000/year 4.3 QUARTERLY PAYMENT SCHEDULE: Revenue share payments are due quarterly: Q1 (Jan-Mar): Due April 15 Q2 (Apr-Jun): Due July 15 Q3 (Jul-Sep): Due October 15 Q4 (Oct-Dec): Due January 15 4.4 PAYMENT METHOD FOR REVENUE SHARE: Revenue share payments must be made in ETH or OHM to Licensor's designated wallet address on Ethereum L1. 4.5 LATE REVENUE SHARE PAYMENTS: (a) 15-day grace period from due date (b) After 15 days, late fee of 1.5% per month (18% APR) (c) After 30 days, Signal Service access suspended (d) After 60 days, license terminates and all rights revoked 4.6 MINIMUM REVENUE SHARE: No minimum. If Licensee has zero revenue in a quarter, $0 is due, but a report must still be submitted showing $0 revenue. ================================================================================ 5. QUARTERLY REVENUE REPORTING ================================================================================ 5.1 REPORTING REQUIREMENT: Licensee must submit a detailed revenue report within 15 days after each quarter end, including: (a) Total gross revenue for the quarter (b) Breakdown by revenue source (B2B vs B2C, subscription vs commission, etc.) (c) Number of sublicenses or subscriptions sold (d) Customer segments and pricing tiers (e) Calculation of 5% revenue share owed (f) Payment transaction hash (if paid concurrently) 5.2 REPORTING PORTAL: Reports must be submitted via the Licensee Portal at: https://app.bulwk.com/licensee/enterprise/reporting 5.3 REPORT ATTESTATION: Each report must be signed by an authorized officer of Licensee attesting under penalty of perjury that the report is true, complete, and accurate. 5.4 FAILURE TO REPORT: Failure to submit a quarterly report by the due date is a material breach: (a) First offense: Warning and 7-day cure period (b) Second offense: $5,000 penalty + 7-day cure period (c) Third offense: Immediate license termination ================================================================================ 6. AUDIT RIGHTS ================================================================================ 6.1 ANNUAL AUDIT: Licensor may audit Licensee's books and records related to revenue from the Signal Service up to ONCE per calendar year. 6.2 AUDIT PROCEDURE: (a) Licensor must provide 10 business days' written notice (b) Audit conducted by independent certified public accountant (c) Audit limited to revenue related to Signal Service (d) Licensee must provide access to relevant financial records (e) Audit completed within 30 days (f) Results shared with both parties 6.3 AUDIT COSTS: (a) Licensor pays audit costs if discrepancy is less than 5% (b) Licensee pays audit costs if discrepancy is 5% or greater (c) If discrepancy exceeds 10%, Licensee pays 2× audit costs plus deficiency 6.4 UNDERPAYMENT REMEDIATION: If audit reveals underpayment: (a) Licensee must pay deficiency within 30 days (b) Late fees apply from original due date (c) If deficiency exceeds 15% of reported revenue, license may be terminated 6.5 RECORDKEEPING: Licensee must maintain accurate financial records for 3 years. ================================================================================ 7. ATTRIBUTION REQUIREMENT ================================================================================ 7.1 "POWERED BY BULWK" ATTRIBUTION: Licensee must display the following attribution in all distributions: "Powered by Bulwk Signal Technology" 7.2 ATTRIBUTION PLACEMENT: Attribution must be displayed: (a) In the Daemon UI (footer, about page, or settings) (b) In marketing materials mentioning the signal service (c) In customer-facing documentation (d) On Licensee's website where the service is advertised 7.3 ATTRIBUTION STYLE: (a) Clearly visible and legible (b) Not obscured or hidden (c) Comparable size to other third-party attributions (d) May include Bulwk logo if provided by Licensor 7.4 NO MISREPRESENTATION: Licensee may NOT: (x) Claim to have developed the Signal Service technology (y) Imply exclusive ownership of the signals (z) Remove or alter Licensor's copyright notices ================================================================================ 8. API CREDENTIALS & ACCESS CONTROL ================================================================================ 8.1 API CREDENTIAL ISSUANCE: (a) Unique API key and secret issued upon license activation (b) Rate limits: [ENTERPRISE_RATE_LIMIT] requests per second (higher than Standard) (c) Signal quota: [ENTERPRISE_SIGNAL_QUOTA] per month (higher than Standard) (d) Credentials valid for license term only (e) Sub-account credentials available for Licensee's clients 8.2 ENTERPRISE CREDENTIAL FEATURES: (a) Ability to generate sub-API keys for Licensee's customers (b) Per-customer rate limiting and quota management (c) Usage analytics dashboard (d) Webhook notifications for signal delivery (e) Priority queue for signal processing 8.3 CREDENTIAL SECURITY: Licensee must: (a) Keep API credentials confidential and secure (b) Not share master credentials with unauthorized third parties (c) Immediately notify Licensor if credentials are compromised (d) Implement industry-standard security practices (HTTPS, encryption) (e) Rotate credentials every 90 days (recommended) 8.4 CREDENTIAL REVOCATION: Licensor may revoke credentials immediately if: (a) Payment is more than 30 days overdue (b) Revenue share payment is more than 30 days overdue (c) Security breach or credential sharing detected (d) Terms of this Agreement violated (e) Fraudulent or malicious activity detected (f) Quarterly report not submitted within 45 days of due date ================================================================================ 9. SIGNAL SERVICE TERMS ================================================================================ 9.1 SERVICE AVAILABILITY: (a) Target uptime: 99.9% monthly (higher than Standard 99.5%) (b) Scheduled maintenance: Maximum 2 hours/month with 72-hour notice (c) No guarantee of uninterrupted service or error-free operation (d) Enterprise priority for incident response 9.2 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 9.3 SIGNAL VALIDATION: All signals are cryptographically signed with Licensor's private key. Licensee must validate signatures before executing trades. 9.4 DEPENDENCY: The Daemon software has no standalone value without Signal Service access. Termination of this Agreement terminates all Signal Service access. 9.5 ENTERPRISE FEATURES: (a) Custom signal filtering and prioritization (b) Advanced analytics and performance reporting (c) Backtesting data access (historical signals) (d) Early access to beta features ================================================================================ 10. DISTRIBUTION TO CLIENTS (B2B + B2C) ================================================================================ 10.1 B2B AND B2C DISTRIBUTION RIGHTS: Licensee may distribute the Daemon to businesses AND 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 clients (e) Attribution "Powered by Bulwk" is displayed (f) All sublicense revenue is reported and 5% paid to Licensor 10.2 SUBLICENSING RESTRICTIONS: Licensee may sublicense Signal Service access to clients, BUT: (a) Clients do NOT receive Enterprise tier rights (b) Clients may NOT resell to other businesses (no multi-level sublicensing) (c) Clients may NOT claim ownership of the Daemon or Signal Service (d) Licensee remains responsible for clients' compliance 10.3 BRANDING & CUSTOMIZATION: Licensee may: (a) Rebrand the Daemon with Licensee's logo and colors (b) Customize UI/UX for white-label distribution (c) Add Licensee-specific features and integrations (d) Market the service under Licensee's brand name (e) Create custom pricing and packaging tiers Licensee must NOT: (x) Remove or obscure Licensor's copyright notices (y) Remove "Powered by Bulwk" attribution (z) Claim ownership of the underlying technology 10.4 CLIENT AGREEMENTS: Licensee must require clients to accept terms that: (a) Prohibit modification and redistribution of the Daemon (b) Prohibit resale to other businesses (B2B clients only) (c) Disclaim warranties and limit liability (d) Acknowledge financial risk of trading (e) Preserve Licensor's intellectual property rights ================================================================================ 11. GITHUB REPOSITORY ACCESS ================================================================================ 11.1 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 (e) Enterprise-only features and plugins 11.2 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 11.3 REPOSITORY RIGHTS: Licensee may: ✅ Clone, fork, and modify for internal use and distribution ✅ Submit issues, feature requests, and pull requests ✅ Receive automatic updates and security patches ✅ Access enterprise-specific branches and releases 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 11.4 PRIORITY ACCESS: Enterprise licensees receive: (a) Early access to new features (2-4 weeks before Standard licensees) (b) Ability to request custom features (subject to feasibility review) (c) Priority bug fixes and security patches 11.5 ACCESS TERMINATION: Repository access is automatically revoked upon license expiration or termination. ================================================================================ 12. ENTERPRISE SUPPORT & SERVICES ================================================================================ 12.1 DEDICATED ACCOUNT MANAGER: (a) Assigned within 48 hours of license activation (b) Primary point of contact for all inquiries (c) Quarterly business review meetings (d) Strategic planning and optimization guidance 12.2 PREMIUM TECHNICAL SUPPORT: (a) Email support: enterprise@bulwk.com (response within 4 business hours) (b) Priority Slack channel (response within 2 business hours) (c) Emergency hotline for critical issues (24/7) (d) Screen sharing and debugging assistance 12.3 QUARTERLY BUSINESS REVIEWS: (a) Performance analytics and signal effectiveness review (b) Revenue optimization recommendations (c) Product roadmap preview and feedback session (d) Technical architecture consultation 12.4 CUSTOM DEVELOPMENT: (a) Feature requests considered for enterprise roadmap (b) Custom integrations available for additional fee (c) White-label branding assistance (d) Migration and onboarding support 12.5 TRAINING & ONBOARDING: (a) Live onboarding session for Licensee team (up to 10 attendees) (b) Technical integration workshop (c) Access to enterprise documentation and best practices (d) Ongoing training for new team members ================================================================================ 13. TERM & RENEWAL ================================================================================ 13.1 INITIAL TERM: 12 months from Effective Date 13.2 RENEWAL: (a) Auto-renewal unless either party provides 90-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 (e) Revenue share terms continue into renewal 13.3 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 within 30 days (e) Licensee must notify clients that service will be discontinued (f) Client subscriptions must be wound down within 90 days (g) Final revenue report due 45 days after expiration (h) Outstanding revenue share payments remain due (i) Licensor retains ownership of all Derivative Works created during term 13.4 WIND-DOWN GRACE PERIOD: (a) Licensee has 90 days post-expiration to wind down client operations (b) Signal Service access continues during wind-down for existing clients only (c) No new clients may be onboarded during wind-down (d) Revenue share continues during wind-down period ================================================================================ 14. TERMINATION ================================================================================ 14.1 TERMINATION BY LICENSOR: Licensor may terminate immediately if: (a) Annual license payment is more than 60 days overdue (b) Revenue share payment is more than 60 days overdue (c) Quarterly revenue report not submitted within 60 days of due date (d) Licensee breaches any material term of this Agreement (e) Licensee removes attribution or misrepresents ownership (f) Licensee refuses audit or obstructs auditor (g) Audit reveals underreporting exceeding 15% (h) Licensee shares API credentials with unauthorized parties (i) Fraudulent, malicious, or illegal activity is detected (j) Licensee sublicenses Enterprise tier rights to clients 14.2 TERMINATION BY LICENSEE: Licensee may terminate with 90-day written notice. No refund for unused term. 14.3 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 clients and wind down operations within 90 days (f) Final revenue report due within 45 days (g) Outstanding payments (license fee + revenue share) remain due (h) Licensor retains ownership of all Derivative Works (i) Sections 3 (IP Ownership), 4 (Revenue Share), 5 (Reporting), 6 (Audit), 15 (No Warranty), 16 (Liability), and 17 (Governing Law) survive termination 14.4 POST-TERMINATION AUDIT: Licensor may conduct one final audit within 12 months after termination to verify all revenue was properly reported and revenue share paid. ================================================================================ 15. 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 or clients' requirements (e) That Licensee will achieve any particular revenue level FINANCIAL MARKETS CARRY INHERENT RISK. LICENSEE AND CLIENTS 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 and securities regulations - All claims and disputes with clients - Revenue reporting accuracy LICENSOR IS NOT RESPONSIBLE FOR: - Licensee's business model or pricing decisions - Licensee's relationships with clients - Client complaints or disputes - Licensee's marketing or sales practices ================================================================================ 16. COMPLETE LIMITATION OF LIABILITY, IMMUNITY & INDEMNIFICATION ================================================================================ 16.1 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 Licensee's clients (B2B or B2C) against Licensee or Licensor (j) Damages arising from Licensee's business decisions, pricing, or distribution practices (k) Licensee's failure to generate revenue from sublicensing or achieve business targets (l) Client churn, subscription cancellations, or refund requests (m) Reputational harm, business disruption, or competitive disadvantages (n) Regulatory investigations or enforcement actions 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). 16.2 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 ($1,250,000 or $1,000,000 if paid in OHM) Revenue share payments do NOT increase this cap. This cap applies to ALL CLAIMS in the aggregate, regardless of the number of incidents or legal theories asserted. 16.3 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 CLIENTS MAY LOSE ENTIRE INVESTMENTS (h) Licensee assumes all business risk associated with sublicensing and distribution 16.4 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, THIS AGREEMENT, OR LICENSEE'S SUBLICENSING ACTIVITIES. 16.5 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. 16.6 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 or sublicensing of the Daemon to clients (B2B or B2C) (e) ANY AND ALL CLAIMS BY CLIENTS 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 (k) Underreporting of revenue or failure to pay 5% revenue share (l) Audit disputes or resistance to audit requests (m) Misrepresentation of ownership or removal of attribution (n) ANY CLAIMS WHATSOEVER arising from or related to Licensee's business operations This indemnification obligation survives termination of this Agreement. 16.7 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. ================================================================================ 17. GOVERNING LAW & DISPUTE RESOLUTION ================================================================================ 17.1 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. 17.2 MANDATORY BINDING ARBITRATION: ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO REVENUE SHARE DISPUTES AND AUDIT DISAGREEMENTS, 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) Licensee bears its own costs; Licensor may recover costs if it prevails 17.3 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 (e) Consolidation with other licensees' claims ALL CLAIMS MUST BE BROUGHT IN LICENSEE'S INDIVIDUAL CAPACITY ONLY. 17.4 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. 17.5 INJUNCTIVE RELIEF: Notwithstanding arbitration requirements, Licensor may seek immediate injunctive or equitable relief in any court of competent jurisdiction to prevent: (a) Unauthorized use or infringement of intellectual property rights (b) Removal of attribution or misrepresentation of ownership (c) Unauthorized sublicensing or breach of revenue share obligations (d) Any breach that threatens irreparable harm to Licensor Licensor is not required to post bond for such relief. 17.6 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. ================================================================================ 18. GENERAL PROVISIONS ================================================================================ 18.1 ENTIRE AGREEMENT: This Agreement, together with the DAEMON_LICENSE.txt, constitutes the entire agreement and supersedes all prior agreements, whether written or oral. 18.2 AMENDMENTS: No modification is valid unless in writing and signed by authorized representatives of both Parties. 18.3 ASSIGNMENT: Licensee may not assign this Agreement without Licensor's prior written consent. Licensor may assign freely. 18.4 SEVERABILITY: If any provision is found unenforceable, the remaining provisions continue in full effect. 18.5 WAIVER: Waiver of any breach does not constitute waiver of subsequent breaches. 18.6 NOTICES: All notices must be sent to: Licensor: legal@bulwk.com Licensee: On-chain message to [LICENSEE_WALLET_ADDRESS] 18.7 FORCE MAJEURE: Neither party is liable for failure to perform due to circumstances beyond reasonable control (natural disasters, war, government action, etc.), except payment obligations are not excused. 18.8 EXPORT COMPLIANCE: Licensee must comply with all applicable export and import laws when distributing the Daemon internationally. 18.9 INDEPENDENT CONTRACTORS: Parties are independent contractors, not partners, agents, or joint venturers. 18.10 SURVIVAL: Sections 3 (IP), 4 (Revenue Share), 5 (Reporting), 6 (Audit), 15 (Warranty), 16 (Liability), and 17 (Governing Law) survive termination indefinitely. ================================================================================ 19. REGULATORY COMPLIANCE ================================================================================ 19.1 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 clients if required (d) Tax reporting and withholding obligations (e) Consumer protection and disclosure requirements (f) Broker-dealer or investment advisor registration if applicable (g) Anti-fraud and market manipulation compliance 19.2 NON-CUSTODIAL MODEL: The Daemon operates in a non-custodial manner. Licensor never has access to Licensee's or clients' private keys or funds. 19.3 INTERNATIONAL DISTRIBUTION: If Licensee distributes internationally, Licensee must: (a) Comply with local laws in each jurisdiction (b) Determine whether Signal Service is permitted in each jurisdiction (c) Notify Licensor of target markets (d) Assume all liability for international compliance 19.4 DISCLAIMER OF REGULATORY ADVICE: Licensor does not provide legal or regulatory advice. Licensee must consult its own legal counsel regarding compliance obligations. ================================================================================ 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 the 5% revenue share obligation on ALL gross revenue ✓ Understood the quarterly reporting and audit requirements ✓ Understood that Licensor owns all Derivative Works (Licensee does NOT own them) ✓ Understood the attribution requirement ("Powered by Bulwk") ✓ Understood that clients do NOT receive Enterprise tier rights ✓ 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 ================================================================================