KCM Trade Agreement — Email Version

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WHITE LABEL ANALYTICS PLATFORM LICENSE AGREEMENT
Confidential — KCM Trade Africa Market Partnership
No Monthly Fee — IB Commission Only — Non-Exclusive — Africa Territory

This White Label Analytics Platform License Agreement ("Agreement") is entered into as of the date of acceptance below ("Effective Date"), by and between:

LICENSOR:
FX BOOTCAMP TRAINING LLC dba TRADARS
470 Commerce Dr., Peachtree City, GA 30269
wayne@tradars.com

LICENSEE ("Broker"):
Kohle Capital Markets Limited
Contact: agbo@kcmtrade.africa


1. DEFINITIONS

1.1 "Platform" means the TRADARS white-label analytics platform, including all data feeds, visualizations, AI-powered analysis, educational modules, and related software delivered as a hosted service.

1.2 "End Users" means the Broker's registered clients located in the Territory (as defined in Section 2.3) who access the Platform through the Broker's branded deployment.

1.3 "Broker Branding" means the Broker's trade name, logos, color palette, and domain configuration applied to the Platform instance.

1.4 "Monthly License Fee" means $0.00 (zero dollars). The Platform is provided at no monthly cost under this Agreement. Licensor is compensated solely through IB commissions as described in Schedule A.

1.5 "IB Revenue Share" means the introducing-broker commission structure described in Schedule A and Schedule B.

1.6 "Service Level" means the uptime and performance standards set forth in Schedule C.

1.7 "Broker Data" means all data uploaded, generated, or collected by or on behalf of Broker and its End Users through the Platform, including but not limited to configuration settings, usage analytics, and any content created within Broker's instance.

1.8 "Territory" means the African continent, including all sovereign nations and territories therein. Marketing, promotion, and distribution of the Platform under this Agreement shall be limited to End Users located within the Territory.


2. GRANT OF LICENSE

2.1 Subject to the terms of this Agreement, Licensor grants Broker a NON-EXCLUSIVE, non-transferable, revocable license to access and display the Platform under Broker Branding for the sole purpose of providing analytics and educational content to End Users within the Territory.

2.2 Broker may not sublicense, resell, or redistribute the Platform or any component thereof to any third party without Licensor's prior written consent.

2.3 Territory & Non-Exclusivity. This license is limited to the African continent ("Territory"). Broker acknowledges and agrees that this license is NON-EXCLUSIVE. Licensor retains the unrestricted right to: (a) license the Platform to other brokers operating in the Territory, (b) market the Platform directly within the Territory, (c) engage additional introducing brokers, coaches, or partners within the Territory, and (d) enter into exclusive or non-exclusive arrangements with any other party in any market, including the Territory. Nothing in this Agreement grants Broker any territorial exclusivity, right of first refusal, or preferential treatment in any geography.

2.4 All intellectual property rights in the Platform, including source code, data models, algorithms, UI/UX designs, and content, remain the exclusive property of Licensor. Nothing in this Agreement transfers ownership of any intellectual property to Broker.


3. BROKER OBLIGATIONS

3.1 Compliance. Broker shall comply with all applicable laws, regulations, and licensing requirements in each jurisdiction within the Territory where the Platform is made available to End Users, including but not limited to financial services regulations, data protection laws (GDPR, POPIA, etc.), and anti-money laundering requirements.

3.2 Disclaimers. Broker shall display all required disclaimers provided by Licensor, including but not limited to: (a) the Platform does not constitute investment advice, (b) past performance does not guarantee future results, and (c) trading involves substantial risk of loss.

3.3 End User Terms. Broker shall require all End Users to accept terms of service that include, at minimum, the disclaimers and liability limitations set forth in Exhibit A attached hereto.

3.4 Brand Guidelines. Broker shall comply with Licensor's brand guidelines when applying Broker Branding to the Platform. Licensor reserves the right to approve or reject any branding modifications.

3.5 Insurance. Broker shall maintain, at its own expense, commercially reasonable insurance coverage throughout the Term, including: (a) commercial general liability insurance with minimum limits of $1,000,000 per occurrence, (b) professional liability / errors and omissions insurance with minimum limits of $1,000,000 per claim, and (c) cyber liability insurance with minimum limits of $1,000,000 per incident.

3.6 Acceptable Use. Broker shall not, and shall not permit End Users to: (a) use the Platform for any unlawful purpose, (b) reverse engineer, decompile, or disassemble any part of the Platform, (c) attempt to access systems or data not intended for Broker, (d) introduce malicious code, or (e) use the Platform in any manner that could damage, disable, or impair the Platform's operation.


4. FEES AND PAYMENT

4.1 No Monthly License Fee. The Monthly License Fee under this Agreement is $0.00 (zero dollars). Broker shall not be required to make any recurring monthly payments for access to the Platform. Licensor's sole compensation is derived from IB commissions earned on End User trading activity as described in Schedule A and Schedule B.

4.2 IB Commission Payments. Broker shall pay IB commissions to Licensor in accordance with Schedule A. Commission payments are due within forty-eight (48) hours following the end of each calendar month. Commissions shall be paid via wire transfer or cryptocurrency (BTC, ETH, USDT, or USDC) as mutually agreed upon by the parties.

4.3 Late Payments. Commission payments not received within ten (10) days of the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

4.4 Suspension for Non-Payment. Licensor may suspend Broker's access to the Platform if any commission payment is more than thirty (30) days overdue, upon ten (10) days' written notice.


5. SERVICE LEVELS AND SUPPORT

5.1 Uptime Commitment. Licensor shall use commercially reasonable efforts to maintain Platform availability of 99.5% on a monthly basis, measured excluding scheduled maintenance windows.

5.2 Scheduled Maintenance. Licensor shall provide Broker with at least twenty-four (24) hours' advance notice of scheduled maintenance windows.

5.3 Service Credits. As this Agreement carries no Monthly License Fee, service credits shall not apply; however, chronic unavailability (below 95% for two consecutive months) shall entitle Broker to terminate under Section 6.3.

5.4 Technical Support. Licensor shall provide Broker with technical support during business hours (9:00 AM - 6:00 PM Eastern Time, Monday through Friday) via email at support@tradars.com.


6. TERM AND TERMINATION

6.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months ("Initial Term"), unless terminated earlier in accordance with this Section 6.

6.2 Renewal. After the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases to operate.

6.4 Termination for Convenience. Either party may terminate this Agreement for any reason upon sixty (60) days' written notice.

6.5 Effect of Termination. Upon termination: (a) Broker's license and access to the Platform shall immediately cease, (b) Broker shall remove all Platform branding and content from its properties within fourteen (14) days, (c) all accrued commission obligations shall survive, and (d) Sections 2.4, 6.6, 7, 8, 9, 11, and 13 (IB Client Protection) shall survive termination.

6.6 Data Return and Portability. Upon termination, Licensor shall, at Broker's written request made within thirty (30) days of termination: (a) provide Broker with a complete export of all Broker Data in CSV or JSON format, and (b) permanently delete all Broker Data from Licensor's systems within sixty (60) days of termination, except as required by law.


7. CONFIDENTIALITY

7.1 Each party agrees to hold in confidence and not disclose to any third party any Confidential Information received from the other party.

7.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law.


8. DATA PROTECTION AND PRIVACY

8.1 Each party shall comply with all applicable data protection laws, including GDPR, POPIA, and any local data protection regulations applicable to Broker's jurisdictions within the Territory.

8.2 Licensor acts as a data processor with respect to End User data processed through the Platform. Broker acts as the data controller.

8.3 Licensor shall implement appropriate technical and organizational measures to protect End User data, including encryption in transit and at rest, access controls, and regular security audits.


9. LIMITATION OF LIABILITY

9.1 THE PLATFORM IS PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.2 IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL IB COMMISSIONS PAID BY BROKER TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

9.4 LICENSOR SHALL NOT BE LIABLE FOR ANY TRADING LOSSES, INVESTMENT LOSSES, OR FINANCIAL DAMAGES INCURRED BY BROKER OR END USERS. THE PLATFORM IS FOR EDUCATIONAL AND ANALYTICAL PURPOSES ONLY.


10. INDEMNIFICATION

10.1 Broker shall indemnify, defend, and hold harmless Licensor from any claims, damages, losses, or expenses arising from: (a) Broker's use of the Platform, (b) Broker's End Users' activities, (c) Broker's violation of applicable laws, or (d) Broker's breach of this Agreement.

10.2 Licensor shall indemnify Broker against third-party claims that the Platform infringes such third party's intellectual property rights.


11. AUDIT RIGHTS

11.1 Each party may, upon thirty (30) days' prior written notice and no more than once per calendar year, audit the other party's compliance with the IB commission and data protection obligations set forth in this Agreement.


12. DISPUTE RESOLUTION

12.1 This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of law principles.

12.2 Any dispute shall first be submitted to good-faith mediation. If mediation fails within thirty (30) days, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Fayette County, Georgia.

12.3 The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.


13. IB CLIENT PROTECTION

13.1 Client Retention. All clients acquired, onboarded, or serviced during the term of this Agreement shall remain under the TRADARS IB (Introducing Broker) account structure permanently, including after expiration or termination of this Agreement for any reason.

13.2 Ongoing Commission Rights. TRADARS shall continue to earn IB commissions on all trading activity generated by clients acquired during the partnership, in perpetuity.

13.3 Prohibition on Reassignment. Broker shall not reassign, migrate, transfer, or remove any client from the TRADARS IB account structure without TRADARS' prior written consent. Any unauthorized reassignment shall constitute a material breach of this Agreement.

13.4 Coaching Relationships. All coaching relationships established during the partnership — including those built by dedicated coaches, mentors, or training staff engaged by TRADARS — are TRADARS assets.

13.5 Survival. This Section 13 shall survive termination, expiration, or non-renewal of this Agreement by either party, for any reason, indefinitely.

13.6 Rationale. TRADARS invests significant time, coaching resources, and personal relationship-building to grow the client base under this partnership.


14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with its Schedules and Exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements.

14.2 Amendment. This Agreement may only be amended in writing signed by both parties.

14.3 Severability. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.5 Notices. All notices shall be in writing and delivered by email with confirmation of receipt.

14.6 Force Majeure. Neither party shall be liable for delays caused by circumstances beyond its reasonable control.

14.7 Electronic Acceptance. This Agreement may be accepted electronically. A written email reply stating "I AGREE TO PAY $15 PER ROUND TURN" from an authorized representative of the Licensee shall constitute a valid and binding acceptance of all terms herein, with the same legal force and effect as a handwritten signature.


SCHEDULE A — FEES

Monthly License Fee: $0 (Free) — Full-platform white-label access, Africa (Non-Exclusive)
Setup Fee: $0
Monthly Active Users: Unlimited
IB Commission: >= $15 per round-turn lot (combined IB commission + spread markup). Sole compensation to TRADARS.
Territory: Africa (non-exclusive)

Revenue Model: Because the Monthly License Fee is $0, all IB commissions earned are payable to TRADARS from the first dollar. There is no minimum-draw offset.


SCHEDULE B — IB REVENUE SHARE

Commission: >= $15 per round-turn lot. All revenue payable to TRADARS (no license offset).
Payment: Within 48 hours following end of each calendar month.
Reporting: Real-time IB reporting via Broker's IB dashboard, 24/7.
Territory: Africa (non-exclusive).


SCHEDULE C — SERVICE LEVELS

Critical Issue Response: 4 hours
High Issue Response: 8 business hours
Normal Issue Response: 2 business days
Data Export (Termination): 30 days


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ACCEPTANCE
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To accept this Agreement, simply reply to this email with:

"I AGREE TO PAY $15 PER ROUND TURN"

By replying with the above statement from an email address authorized to bind Kohle Capital Markets Limited, you accept all terms of this White Label Analytics Platform License Agreement, including all Schedules, the Territory and Non-Exclusivity clause (Section 2.3), and the IB Client Protection clause (Section 13).

No wet signature or separate document is required. Your email reply constitutes valid and binding acceptance per Section 14.7.

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FX Bootcamp Training LLC dba TRADARS
470 Commerce Dr., Peachtree City, GA 30269
Confidential — For Authorized Recipients Only