Vendor (Developer) Agreement

Vendor Agreement

____________________, 2024

[Vendor's Business Name]_________________________________________

[Vendor's Authorized Person]_________________________________________

[Vendor's Address] _________________________________________

[City, State, Zip Code] _________________________________________

[Phone Number]_________________________________________

[Email Address] _________________________________________

Subject: Agreement for the Trading App Store (TAS”) to Promote and Market (as defined herein) Vendor’s Financial Information Products.

Dear [Vendor's Name],

This Agreement ("Agreement") is entered into between The "Trading App Store (“TAS”) and ________________________________________________("Vendor") as of the date mentioned above. during the Term.

Scope of Agreement

(a). TAS operates a Site (www.tradingapps.ai) that provides Customers with Financial Informational Products, which include Customers having access to the Vendor’s Financial Information Products (“VFIP”), as set forth on Exhibit A hereto for Promotion/Marketing.

(b) The term “Promotion/Marketing” means the monetization via the Customer’s use of the Site of the Vendor’s informational materials (which could include personalized advice or tutorials, group tutorials, seminars, formulas, algorithms, charts, historic or projected data, chat, social media and related software and protocols) by which a Customer can make a financial investment decisions regarding any type of tangible or intangible (including digital) asset , security, and/or commodity.

(b) Exhibit A also sets forth the relevant technical specifications for VFIP. TAS may include VFIP descriptions (including third-party endorsements) on the Site that are identical to descriptions of VFIP on other platforms, including the Vendor’s website.

The Vendor is the lawful owner of VFIP, and VFIP does not violate any rights, including ownership or trade secrets, copyrights, patents, or any other intellectual property rights, of any third party. The Vendor is under no prohibition that prevents TAS from Promoting/Marketing the VFIP.

In consideration for payments set forth on Exhibit B, TAS has the non-exclusive right and license (with the right of assignment or sub-license) to Promote/Market VFIP (together with all Vendor trademarks, tradenames, and copyrighted materials) via the SITE and other TSA Platforms pursuant to the terms and conditions of this Agreement.

Vendor agrees that notwithstanding any representations/warranties that it makes for VFIP on any other site or platform, Customers are bound by TAS’ warranties and other limitation of rights set forth in the Site’s Terms and Conditions.

5. (a) The price (“Vendor Price”) that Vendor will receive from TAS for Promotion/Marketing (including assignees/sub-licensee) by Customer using VFIP is set forth on Exhibit B (Part One) hereof subject to Exhibit B (Part Two) . Vendor agrees that its Vendor Price to TAS is "most favored nation" pricing, meaning that the Vendor will offer the TSA the same pricing and terms as any offered on any other platform, including the Vendor's own platform, that is marketing or publishing the Vendor's Products.

(b) TAS may offer VFIP to certain Customers, or as a more general matter, at a promotion or discount price, less than the Vendor Price, and will notify Vendor of these possibilities. Vendor shall have 10 days to advise TAS of its objection.

(c) TAS may bundle VFIP with other Financial Information Products at a price which will yield Vendor at least **% of the Vendor Price it would have received if VFIP had been offered as a separate opportunity. TAS will notify Vendor of such ‘bundling arrangements’, and Vendor shall have 10 days to object to including VFIP in such bundle.

(d) TAS may increase the Vendor Price to its Customers in its sole and absolute discretion, without notice to Vendor., with its only obligation to pay the Vendor Price, minus the Exhibit B (Part Two) Commission.

(e) Exhibit B (Part Two) sets forth the fee/commission that TAS will receive from Promotion/Marketing of VFIP at or above the Vendor Price, which fee/commission shall be automatically debited from payments made by Customers via the Site into a TAS account on behalf Vendor-. In the event the Vendor Price is reduced or discounted, (included via bundling) the fee/commission to TAS will be proportionately adjusted.

(f) Exhibit B (Part 3) sets forth the timing of when payments of Vendor Price (less fees/commissions) are made to Vendor ( at an account identified by Vendor at least 10 days before payment) , and the terms of any required tax withholdings or holdbacks of such payments.

6. Vendor agrees to provide ‘industry standard” customer service to Customers and will promptly advise TAS of Customer complaints or concerns that could give rise to a negative review of the Site and/or create any cost/expense (or refund) of resolving the complaint.

7. (a) Vendor represents that any use (of VFIP will not violate any law regulation and will not create any claim or potential claim against TAS by any person (including any governmental agency) for the Promotion/Marketing of VFIP.

(b) Vendor agrees that any Customer data to which it has access shall be covered by TAS’ Privacy Policy, as then in effect.

8. (a) Vendor agrees to fully and timely indemnify, defend, and hold harmless TAS, its owners, officers, directors, employees, and agents from and against any and all claims, costs, expenses, liabilities, damages, or losses (including reasonable attorney's fees) that the TAS (or the aforementioned persons) may incur in connection with any claim (or the investigation of any claim) brought against TSA (or the aforementioned persons), either singly or as part of a larger group of persons/entities by reason of: (i) Vendor breach (or threatened breach) of any representation and warranty ; (ii)Vendor’s failure to fulfill any promise or take any action set forth herein, including obligations within Paragraph 6 or (iii) any investigation or claim of any kind or character relating to Vendor or VFIP, or any other activity of Vendor, singly or as part of a larger group.

(b) This indemnification shall survive any termination of this Agreement for any reason.

9. (a) This Agreement will commence on the date of execution and will continue until terminated by either party upon 30 days prior written notice., provided either party may terminate this Agreement immediately if the other party breaches any material provision of this Agreement.

(b) Upon termination, neither party will make any statement in any media that could disparage the other party, or in the case of TAS, cause any Customer, potential Customer, or any other person (including any employee, consultant advisor or any other person/entity doing business with TAS) to cease doing business with TAS. This provision shall survive the termination of this Agreement for any reason.

( c) the Trading App Store will remove the Vendor's Products from the platform and cease any further sales or promotions of the Vendor's Products. Termination of this Agreement will not affect any rights or obligations accrued prior to the termination.

10 (a) Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by mediation in accordance with the laws of the State of Louisiana. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules and procedures of [name of arbitration organization]. The decision of the arbitrator(s) shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

(b) Under no circumstance shall TAS, or any indemnified person herein, be liable to Vendor for damages in excess of fees/commissions earned via the Promotion/Marketing of VFIP in the 12-month period immediately prior to any claim by Vendor, and under no circumstance shall TAS or any indemnified person herein, be liable for damages regarding lost profits, consequential damages or punitive damages.

(c) This provision shall survive the termination of this Agreement and may be enforced against the Vendor by a court in Louisiana, where Vendor is agreement to enter into this Agreement constitutes such court’s personal jurisdiction over the Vendor.

12.(a) This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions, negotiations, or agreements, whether oral or written. This Agreement may not be modified, amended, or supplemented except in writing signed by both parties.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without giving effect to its conflict of laws principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall be enforced to the fullest extent permitted by law.

(c) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Please review this Agreement carefully. Your signature below indicates your acceptance and agreement to be bound by the terms and conditions set forth herein.

[Trading App Store]

Accepted and Agreed:Date

[Vendor's Name] Date

[Vendor's Representative's Name] Date