EDUCATIONAL CONTENT LICENSING AGREEMENT /Template/

This Educational Content Licesing Agreement ("Agreement") is entered into as of the effective date: (Template) ("Effective Date"), by and between:

(1) Hedgetide Limited, an education company ("Licensor" or "Licensing Party") registered with Companies House in the United Kingdom with a Company Registration Number (CRN): 16826968, and a Registered Address: 167-169 Great Portland Street, 5th Floor, London, The United Kingdom, postal code: W1W 5PF,

And

(2) (The Receiving Party, Template), defined as any legal entity acting as a portfolio or fund management company or investment company, sole proprietorship, sole trader, company, corporation, contractor, counselor, adviser, consultant, affiliate, or subsidiary, granted access to the Licensing Party’s intellectual property, confidential information, educational programs or modules, digital content, educational materials, course or courses ("Course," "Courses"), presentations, educational resources, or methods and strategies relating to trading with financial instruments, securities, derivatives - including without limitation any option contracts - stocks, currencies, or digital assets ("Licensee"),

Together referred to as the "Parties."

1. Scope of Services and Restrictions

1.1. The Course. The Licensor agrees to provide the Licensee with access to intellectual property, proprietary educational materials and resources, trade secrets, education and learning systems, on-line education and training delivery, confidential information, educational programs or modules, digital content, methods and strategies - relating to trading with financial instruments, securities, derivatives (including without limitation any option contracts), stocks, currencies, or digital assets - financial information, applications, websites, platforms where applicable, digital content, course content, webinar content, presentations, electronic mail content, and educational resources for the limited purpose of participation in the Course ("Course Materials").

1.2. No Access to Data. The Licensor shall have no access to the Licensee’s internal holdings, profits or profit benchmarks, proprietary investment strategies, client information, or non-public financial data.

1.3. Nature of Information. The Course is strictly for educational purposes. The Licensor is not dispensing personalized, client-based, portfolio- or fund-related investment advice. The Course is generic in nature albeit non-public and does not constitute an investment recommendation for any specific client of the Licensee or the Licensee themselves. Although the Course may explore specific financial instruments, it does not explore any specific financial instruments as traded by the Licensee. Any specific financial instruments as traded by the Licensee shall remain undisclosed by the Licensee. The Parties acknowledge that any specific financial instruments explored within the Course may also happen to be traded by the Licensee.

2. Intellectual Property

2.1. Ownership. The Licensor is the sole and exclusive owner of all right, title, and interest in and to the Course Materials.

2.2. Grant of License. The Licensor grants the Licensee a non-exclusive, non-transferable license to use the Course Materials for commercial internal training purposes for the duration of this Agreement.

2.3. No Transfer. Nothing in this Agreement shall function to transfer any intellectual property, copyright, or ownership to the Licensee.

3. Effective Date

This Agreement becomes effective as of the Effective Date stated in the preamble of this Agreement.

4. Limitation of Liability

The Licensee acknowledges that all educational materials, educational programs or modules, presentations, and educational resources provided by the Licensor are offered strictly on an "as-is" and "as-available" basis, without any warranties of any kind - express, implied, or statutory - regarding accuracy, completeness, knowledgeability, reliability, suitability, or availability. The Licensor does not guarantee in any way that any information, methods, strategies, or examples presented will produce specific financial results or outcomes.

To the fullest extent permitted by applicable law in all jurisdictions, which the Licensor operates in or has clients in, the Licensor disclaims all liability for any direct, indirect, incidental, or consequential losses or damages arising from the use of, reliance on, or inability to use any course content, presentation, or related materials provided by the Licensor.

The Licensee acknowledges that past performance, case studies, examples, testimonials, simulations, or illustrations used in the Course are not indicative of future results or outcomes.

Nothing presented in the Course, educational programs or modules, webinars, presentations, electronic mail, or other sources or vehicles of information constitutes financial, investment, tax, legal, or accounting advice. No such content should be construed as a recommendation or solicitation to buy, sell, or hold any financial product, security, instrument, derivative - including without limitation any option contract - stock, currency, or digital asset.

4.1. No Guarantee of Outcome. The advertised target upside beta and hard mark-to-market floor are structural objectives of the mandate and do not constitute a guarantee of future returns, absolute profit, or protection against capital impairment.

4.2. Hypothetical Modeled Ratios. All modeled backtested ratios are presented on a pro-forma basis and represent hypothetical performance. These results were not achieved by an actual portfolio and do not reflect the impact of real-world liquidity, market conditions, market gapping, market slippage, or trade execution.

4.3. Market-contingent Parameters. The inception-fixed beta is determined at the point of trade based on prevailing implied volatility and skew. Actual participation rates may vary.

4.4. Counterparty Risk. While the models seek to provide a first-dollar hard mark-to-market floor, such protection is subject to the creditworthiness and terminal settlement capacity of the clearinghouse or counterparty and the underlying default risk of the specific financial instruments.

4.5. Net-of-fees. Unless otherwise stated, all pro-forma ratios are gross of management fees and inclusive only of modeled transaction costs.

The Licensee acknowledges that past performance of any method, structure, or model advertised, presented, taught, published, or used is not indicative of future results or outcomes. The Licensee also acknowledges that no statements of any kind or nature - including without limitation written or verbal - made, communicated, or published by the Licensor, shall be inferred, construed, or interpreted as promissory.

5. No Fiduciary or Agency Relationship

The license hereby granted does not create a fiduciary, advisory, professional, client, partnership, joint venture, or agency relationship between the Licensee and the Licensor. The Licensee shall remain solely responsible for evaluating its financial decisions.

6. Data Feeds

The Licensee acknowledges that the data feeds ("Data Feeds") the Licensee may receive from the Licensor are sourced from third-party exchanges, aggregators, or originators (each a "Data Provider"). The Licensee also acknowledges that a Data Provider may require the Licensee to enter into a direct data license or other contractual arrangement with the Data Provider as a condition of receiving the Data Feeds.

Where the Licensor provides redistributed Data Feeds to the Licensee, such Data Feeds are provided on an "as-is" and "as-available" basis.

6.1. Right to Modify. The Licensee acknowledges that the Licensor may, in its sole discretion, perform data normalization, cleansing, aggregation, or other modifications to the raw data received from a Data Provider prior to delivery to the Licensee. The Licensor makes no guarantee that such modifications will preserve the original integrity, sequence, or accuracy of the raw data.

6.2. No Warranty. The Licensor expressly disclaims all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that the Data Feeds will be uninterrupted, timely, secure, or error-free, nor does it warrant the accuracy, completeness, or reliability of any results obtained through the use of the Data Feeds.

6.3. Limitation of Liability. To the maximum extent permitted by law, the Licensor shall not be liable for any direct, indirect, incidental, special, or consequential damages, including without limitation investment losses, loss of profits, or business interruption arising out of or relating to:

6.3.1. Any errors, omissions, or inaccuracies in the Data Feeds;

6.3.2. Any delays or interruptions in the transmission of the Data Feeds; or

6.3.3. Any modifications or processing performed by the Licensor on the raw data.

6.4. Investment Risk. The Licensee acknowledges that all investment or trading decisions are made at the Licensee's own risk. The Licensor’s provision of the Data Feeds does not constitute financial, investment, or legal advice.

7. Escrow Arrangement

7.1. Escrow. The subscription fee may optionally be deposited into a third-party escrow account ("Escrow Company," "Escrow Agent").

7.2. Escrow Costs. The Licensor shall be responsible for the costs and fees associated with the maintenance of the escrow account.

7.3. Selection of Escrow Company. The Licensor shall be responsible for the selection of the Escrow Company.

8. OpEx and SG&A

In the case where the Licensee opts for placing the subscription fee in escrow, 2% (two per cent) of the subscription fee shall be transferred directly to the Licensor. Therefore, the escrowed amount shall be 98% (ninety-eight per cent) of the subscription fee. This ratio shall be maintained at every subscription fee transfer being made by the Licensee.

9. Escrow Disbursement

9.1. Disbursement Criteria. The transfer of all accrued subscription fees held in escrow to the Licensor is contingent upon the Course Materials meeting predefined criteria ("Disbursement Criteria"). These Disbursement Criteria are general characteristics being present at T+1 of the financial instruments in the paper or simulation account used for explanations, illustrations, or demonstrations throughout the Course and during the subscription.

9.2. Failure to Meet Criteria. If the Course Materials do not meet the Disbursement Criteria, all accrued subscription fees held in escrow shall be returned to the Licensee within the standart processing time of the Escrow Company.

9.3. Success of Criteria. If the Course Materials meet the Disbursement Criteria, all accrued subscription fees held in escrow shall be transferred to the Licensor within the standart processing time of the Escrow Company.

9.4. Subsription Cancellation. The Licensee shall have the right to cancel the subscription at any time. Upon such cancellation, all accrued subscription fees currently held in escrow shall be transferred to the Licensor within the standart processing time of the Escrow Company.

10. Termination

All content licensing is offered for the duration of the subscription payments/fees placed in escrow or paid directly to the Licensor by the Licensee. Upon delay in either case thereof or in the event of termination, all rights granted to the Licensee cease immediately.

11. Expert Verification and Dispute Resolution

11.1. Independent Verification. In the event of a conflict regarding whether the Disbursement Criteria are met, the Licensor shall select and appoint an independent verification expert ("Independent Verification Expert," "Verification Expert," or "Independent Expert").

11.2. Independent Verification Costs. The Licensor shall cover all costs for the independent verification ("Independent Verification," "Verification").

11.3. Verification Implementation. The Parties acknowledge that the Independent Verification Expert shall be expected to perform the Independent Verification within the standart verification time of the Independent Verification Expert.

11.4. Binding Nature. All accrued subscription fees held in escrow shall be transferred in accordance with the Independent Verification Expert’s official determination within the standart processing time of the Escrow Company.

12. Governing Law

This Agreement shall be governed by and interpreted under:

(A) The laws of the jurisdiction chosen by the Licensor, or
(B) The principal place of business of the Licensor,

Unless otherwise required by mandatory local laws.

13. Entire Agreement

This Agreement constitutes the entire understanding between the Licensee and the Licensor regarding educational content licensing and escrow arrangement and supersedes all prior agreements or discussions relating to the same subject matter.

14. Amendments

No amendment to this Agreement is valid unless made in writing and signed by both Parties.

15. Severability

If any provision is held invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

16. Headings

The titles and headings of the sections of this Agreement are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement.

17. Signatures

The Parties agree that electronic, digital, or typed signatures shall be legally binding.