PROPRIETARY DATA LICENSING AGREEMENT /Template/

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

(1) Hedgetide Limited, a proprietary methodology and intellectual property licensing 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, investment company, limited liability company, public or private limited company, publicly traded or private corporation, contractor, counselor, adviser, consultant, affiliate, or subsidiary, or to the extent applicable any individual, sole proprietorship, or sole trader, granted access to the Licensing Party’s intellectual property, confidential information, methodological programs or modules, structural blueprints and frameworks, digital content, proprietary data, presentations, analytical resources and metrics, 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. Proprietary Data. The Licensor agrees to provide the Licensee with access to intellectual property, proprietary data, trade secrets, on-line digital delivery, confidential information, methodological programs or modules, digital content, structural blueprints and frameworks, analytical metrics, 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, webinar content, presentations, electronic mail content, and analytical resources for the limited purpose of having access to the proprietary data ("Proprietary Data").

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

1.3. Nature of Information. The Licensor does not disseminate personalized, client-based, portfolio- or fund-related investment advice, or any investment advice or recommendation in connection with any specific client of the Licensee or the Licensee itself. Although the Proprietary Data may include specific financial instruments, it does not include any specific financial instruments as transacted in by the Licensee or any of its clients. Any specific financial instruments as transacted in by the Licensee or any of its clients shall remain undisclosed by the Licensee. The Parties acknowledge that any specific financial instruments included in the Proprietary Data may also be transacted in by the Licensee or any of its clients, whether concurrently or not.

2. Intellectual Property

2.1. Ownership. The Licensor is the sole and exclusive owner of all right, title, and interest in and to the intellectual property, trade secrets, structural blueprints and frameworks, on-line digital delivery, confidential information, methodological programs or modules, digital content, analytical metrics, methods and strategies, financial information, applications, websites, platforms where applicable, digital content, webinar content, presentations, electronic mail content, and analytical resources, or of all right, title, and interest in and to the Proprietary Data.

2.2. Grant of License. The Licensor grants the Licensee a non-exclusive, non-transferable license to access and use the Proprietary Data solely for commercial internal information and viewing purposes for the duration of this Agreement ("Permitted Purpose").

2.3. Term of License. The Licensee may access and use the Proprietary Data for the Permitted Purpose for the term of the subscription ("Subscription"), subject to all applicable fees paid to the Licensor by the Licensee or placed in escrow pursuant to Section 7 of this Agreement.

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

2.5. Non-disclosure Agreement. Upon access or use of the Proprietary Data, the Licensee shall agree to the terms set forth in the Non-disclosure Agreement issued by the Licensor.

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 proprietary data, methodological programs or modules, presentations, analytical resources, and structural blueprints and frameworks 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 Licensee's use of, reliance on, or inability to use the Proprietary Data or any part thereof.

The Licensee acknowledges that no past performance information, case studies, examples, testimonials, simulations, or illustrations included in the Proprietary Data are indicative of future results or outcomes.

Nothing included in the Proprietary Data, or in the methodological programs or modules, webinars, digital content, analytical resources, presentations, electronic mail content, or other sources or vehicles of information, constitutes financial, investment, tax, legal, or accounting advice. No such content or information 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 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 mark-to-market-to-first-dollar hard 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 used.

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 no past performance information relating to any method, structure, or model advertised, presented, taught, published, or used is 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"), which the Licensee may receive in addition to the Subscription, 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 redistributes third-party Data Feeds to the Licensee, such Data Feeds are redistributed 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 redistribution 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 redistribution of the Data Feeds does not constitute financial, investment, or legal advice.

7. Escrow Arrangement

Provided that placement of the subscription fee in escrow is at the Licensor's sole discretion, the following provisions shall apply:

7.1. Escrow. The Licensee may optionally deposit the subscription fee 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 Proprietary Data meeting predefined criteria ("Disbursement Criteria") set forth in writing. These Disbursement Criteria are general characteristics being present upon expiration of the derivative positions opened in the paper or simulation accounts or subaccounts used for explanations, illustrations, or demonstrations throughout the term of this Agreement or during the subscription.

The Disbursement Criteria shall be deemed part of this Agreement, which they shall be by reference incorporated into and shall form an integral part thereof.

9.2. Failure to Meet Criteria. If the Proprietary Data 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 Proprietary Data 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, Section 9.1 of this Agreement shall not apply, and 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

The Proprietary Data license granted in accordance with the terms of this Agreement is subject to all applicable subscription fees paid to the Licensor by the Licensee or placed in escrow pursuant to Section 7 of this Agreement. Upon cessation or termination in either case thereof, 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 standard 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 standard processing time of the Escrow Company.

12. Governing Law and Jurisdiction

12.1. Governing Law. This Agreement and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

12.2. Jurisdiction. The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with this Agreement or its subject matter or formation.

12.3. Forum Waiver. The Parties waive any right, which the Parties may now or hereafter have, to object to the commencement of proceedings or laying of venue in the courts of England and Wales, and further waive any claim that any such proceedings have been brought in an inconvenient forum or have been based on the grounds of forum non conveniens.

To the extent applicable, in case the Licensee uses the Proprietary Data as an individual consumer wholly or mainly for personal, family, or household purposes and outside the Licensee's trade, business, craft, or profession, the exclusive jurisdiction provisions set forth in Clauses 12.2 and 12.3 of this Section shall not apply, and, unless otherwise required by mandatory local laws in the Licensee's country of residence, the Licensee shall have the legal right to bring or defend legal proceedings either in the courts of England and Wales or in the Licensee's local courts of residence.

13. Entire Agreement

This Agreement constitutes the entire understanding between the Licensee and the Licensor regarding Proprietary Data 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 headings and titles of the sections and clauses 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.