Software-as-a-Service License Agreement

Date: ______________

This Software-as-a-Service License Agreement (the “Agreement”) is concluded by and between TECHFINUK LTD, a legal entity registered under the law of England and Wales with its registered number: 14960822 (the “Company” or “Licensor”) and the Licensee whose details are set out in the chart below (the “Licensee”). For the purpose of this Agreement, Company and Licensee may be individually referred to as a “Party” and collectively as the “Parties”.

1. GRANT OF LICENSE
1.1. Subject to the terms and conditions of this Agreement, the Company, acting as the licensor, grants the Licensee a non-exclusive, non-transferable, revocable license to access and use the Software Platform for Transaction Processing, SDK.finance (“SPTP”, “Platform”, the “Software”), as a Service during the term of this Agreement.

1.2. Subject to the terms and conditions of this Agreement, the Company, acting as the licensor, grants the Licensee a non-exclusive, non-transferable, revocable license to access and use the Software Platform for Transaction Processing, SDK.finance (“SPTP”, “Platform”, the “Software”), as a Service during the term of this Agreement.

1.3. The Licensee shall use the Software in accordance with the terms and conditions of this Agreement and shall not engage in any activities that may: (a) infringe upon or violate the intellectual property rights or proprietary rights of the Company or any third party; (b) interfere with or disrupt the integrity, security, or performance of the Software or any related systems or networks; (c) attempt to gain unauthorized access to the Software or any related systems or networks; (d) use the Software for any unlawful, harmful, or fraudulent purposes; or (e) modify, adapt, translate, or create derivative works based on the Software without the prior written consent from the Company.

1.4. The Licensee shall use the Software solely for its own business purposes and in compliance with all applicable laws and regulations. The Licensee is not permitted to use the Software for any kind of illegal activities, scams, Ponzi schemes, or other unethical actions. The Company has the right to immediately revoke access to the Software in the case of discovering that the Licensee is not in compliance with the law or is involved in such schemes.

2. INTELLECTUAL PROPERTY
2.1. The Licensee acknowledges and agrees that all intellectual property rights, including but not limited to copyrights, patents, and trademarks, related to the Software and any modifications or enhancements made by the Company shall remain the sole property of the Company or its respective licensors.

2.2. The Software, including all its components, features, and related documentation, is protected by intellectual property laws and international treaties. The Company retains all rights, title, and interest in and to the Software, including any improvements, modifications, or derivative works thereof. The Parties acknowledge that the license to the Software does not grant the Licensee any ownership rights in the
Software or its underlying intellectual property. The Licensee undertakes not to remove, alter, or obscure any copyright, trademark, or proprietary notices contained in or on the Software.

3. DATA AND PRIVACY
3.1. Licensee retains ownership of all data, content, and information uploaded or transmitted through the Software. All information related to any transactions run by the Licensee within the Licensee’s project remains on the Licensee’s databases on the Licensee’s servers as further described in p. 6.5. of the Agreement. Company does not collect, store, or process any information related to transactions conducted by
the Licensee.

3.2. Within the scope of this Agreement and for the purposes of its proper execution, Company shall collect and process certain data and information about the Licensee (for example, data that should be provided by Licensee on the page 1 of this Agreement). Please note that due to the nature of its business, the Company may request Licensee to additionally provide certain information in order to perform KYC/AML/CFT checks before the activation of Licensee’s account.

3.3. Licensee is responsible for ensuring the accuracy, legality, and appropriateness of any data or content it provides to the Company under this Agreement. Licensee grants Company a limited license to use, display, and transmit Licensee’s data as may be necessary for the Company to provide the Software and related services to the Licensee or to comply with Company’s legal obligations.

3.4. Licensee shall implement appropriate security measures to protect its data and ensure the confidentiality, integrity, and availability of its information when using the Software.

3.5. Licensee shall not access, retrieve, or store any data or information from the Software that it is not authorized to access or that belongs to the Company or any third parties.

3.6. Licensee acknowledge that the Software may integrate or interact with third-party software, services, or platforms. Licensee shall comply with the terms and conditions of any third-party software or services used in conjunction with the Software.

3.7. Licensee shall comply with any Company’s guidelines that may be provided by the Company to the Licensee regarding the use of the Software in addition to this Agreement. The Licensee shall refrain from engaging in any activities that violate the Company’s guidelines.

3.8. Licensee shall be responsible for maintaining the confidentiality of its user account(s), password(s), and any other login credentials associated with the Software. Licensee shall not share, disclose, or permit any unauthorized use of its user accounts or credentials. Licensee shall immediately notify Company of any unauthorized use, suspected security breaches, or any other unauthorized activity related to Licensee’s user accounts or credentials.

3.9. Upon termination or expiration of the Agreement, the Company may retain certain data about Licensee for a reasonable period, as necessary to comply with legal obligations.

4. FEES, PAYMENTS AND TAXES
4.1. The Licensee agrees to pay the Company the applicable Subscription fees for the use of the Software under the terms of the Agreement, as outlined in the Appendix(es).

4.2. The Licensee shall be responsible for the payment of any applicable taxes, duties, fees, or other governmental charges (collectively, “taxes”) arising out of or related to the Licensee’s use of the Software under the terms of this Agreement. This includes, but is not limited to, value-added taxes or other similar taxes, whether imposed by a state or foreign authority. The Company’s fees are exclusive of all such taxes.

4.3. Bank Commissions. The Licensee shall be responsible for any and all bank commissions, charges, or fees associated with the payment transactions related to the use of the Software. The Company shall not be held liable for any costs incurred by the Licensee in connection with such bank transactions. The Licensee agrees to bear the full financial responsibility for any fees imposed by their bank, financial institution or payment processor as well as any other financial intermediaries involved.

4.4. Payment Procedure. The Company shall invoice the Licensee monthly via the email specified on the first page of the Agreement.

4.5. Payment Terms. The Licensee must pay each monthly invoice in full within 10 (ten) calendar days of the invoice date, through wire/electronic transfer to the bank account or electronic money institution account nominated by the Company.

4.6. Late Payment Consequences. If the Licensee fails to pay a monthly invoice within 20 (twenty) calendar days of the invoice date, the Company reserves the right to deactivate the Licensee’s application. The Licensee may reactivate the application within 60 (sixty) calendar days of the monthly invoice date by paying the outstanding invoice and a switch-on fee of $900 (nine hundred US dollars). This fee covers the costs associated with deactivating and reactivating the Licensee’s application.

 5. COMMUNICATION MATRIX
5.1. For the purpose of ensuring effective communication and proper performance of this Agreement, the Parties shall create and keep an up-to-date Communication Matrix (“Matrix”). The Matrix is a list of responsible individuals, their areas of responsibility (qualifications), and their full contact details from both Parties. It could be in the format of a shared spreadsheet or a shared Google Docs file.

5.2. Both Parties agree to use email as the main official channel of communication between each other, Slack as a messaging system for ongoing communication, and Google Meet as a service for video calls. In some cases, other messaging systems or video call systems can be used by mutual agreement.

5.3. Both Parties agree to inform each other when any point of contact is added or replaced by any other point of contact and to keep the Matrix up to date.

5.4. Failure to provide accurate and updated information within the Communication Matrix may result in delays, misunderstandings, or disruptions in the provision of software and related services, or their availability.

5.5. All information provided within the Communication Matrix shall be treated as confidential and used solely for the purpose of this Agreement. The Parties shall not disclose any information contained within the Matrix to any third party without the prior written consent of the other Party.

6. SOFTWARE SETUP AND ENVIRONMENTS
6.1. In order to facilitate the setup and configuration of the Software for the Licensee, the Licensee shall provide the following information to the Company before the commencement of the Software setup process. This list is not exhaustive and may include additional requirements as deemed necessary by the Company:

● Brand logo URL for email template.
● Sub-domain names for the Frontend and Back-office (admin) components.
● Wildcard SSL certificate.
● Certificate chain and Certificate key for the domain.
● SES credentials for sending emails or SMTP credentials.
● Private VPS ID and owner ID.
● PostgreSQL credentials (Host, login, password).
● MongoDB credentials (Host, login, password).
● List of planned currencies to be used, if applicable.
● SNS credentials for sending SMS, if applicable.

6.2. The Licensee acknowledges and agrees to provide the aforementioned information to the Company before the start of the Software setup process. Failure to provide such information in a timely manner may result in delays in the setup and configuration of the Software, for which the Company shall not be held responsible.

6.3. The Licensee shall ensure that all information provided to the Company for the setup and configuration of the Software is accurate, complete, and up-to-date. Any changes or updates to the provided information shall be promptly communicated to the Company.

6.4. Environments:
6.4.1. Infrastructure Vendors:
By default, the Company sets up the back-end functionality of the Platform and back-office on Amazon Web Services (AWS) infrastructure. Other infrastructure vendors can be used for setup and further maintenance by mutual agreement. The application server setup is handled by the Company’s specialists within the Company’s AWS account or the Company’s account with another vendor for all instances.The Licensee is obligated to use the AWS infrastructure under their own account for databases and front-end interfaces if no other infrastructure has been agreed upon with the Company.

6.4.2. Software Setup:
After this Agreement is signed and the setup fee is paid, the Company’s specialists will assist the Licensee with the environment setup procedures. For this, the Company provides the Licensee with two instances that are similar in functionality: Development Environment (DEV) and Production Environment (LIVE).

● The Development Environment (DEV) is a separate environment in the SPTP infrastructure dedicated to the development of new features, and to test everything before migrating to the Production Environment (LIVE). DEV simulates real-world conditions and interactions and processes test transactions only, allowing developers and testers to assess the functionality, performance, compatibility, and reliability of software modifications without impacting live operations.

● The Production Environment (LIVE) is a separate environment in the SPTP infrastructure dedicated to the deployment of the stable production version of the SPTP, available for end customers and processing real transactions by the Licensee’s real customers.

6.5. Databases:
6.5.1. Please note that all the information related to any transactions run by the Licensee within the Licensee’s project remains on the Licensee’s databases on the Licensee’s servers. The Company does not collect, store, or process any information related to such transactions. The Software (back-end APIs) automatically transmits such information to the databases. The Licensee should always be solely responsible for the security of the databases. Databases are managed solely by the Licensee.

6.5.2. Database Setup:

● The Licensee deploys the databases on the Licensee’s infrastructure, configures a security access list, and provides credentials for accessing databases from the SPTP software side. The first step is to set up the Development Environment (DEV) following the Company’s instructions available at https://sdk.finance/knowledge-base/aws-database-setup/.
● In case the Licensee does not have a development team, the Development Environment (DEV) database setup can be handled by the Company’s specialists within the Licensee’s AWS account after provisioning administrator permissions. The maintenance and security of the databases remain the responsibility of the Licensee.

7. SUPPORT AND MAINTENANCE
7.1. Support and SLA:
The Company provides support within its regular business hours: Monday to Friday, 9 am to 6 pm EET. If required by the Licensee, calls with the Company’s representatives can be scheduled no earlier than one (1) business day in advance. To provide the Licensee with all the necessary information about how to use the Software, the Company has prepared a Knowledge Base available at: https://sdk.finance/knowledge-base/. If the Licensee has questions not covered by the Knowledge Base, these questions should be addressed to the Company’s representative, and the Company will respond within a reasonable time.

7.2. Parties agree and confirm that the Company’s technical support obligations are limited to issues directly related to the Software’s functionality, features, and configuration. The Company does not guarantee that all technical issues can be resolved or that the Software will be error-free. However, the Company will make commercially reasonable efforts to resolve reported issues within a reasonable timeframe and provide updates to the Licensee regarding the status of the resolution process.

7.3. Technical support does not cover training the Licensee’s personnel or providing professional services beyond the scope of this Agreement. The Company may offer separate training or consulting services, subject to a separate agreement and applicable fees.

7.4. Software Defects: 
In the event any defects within the Software are discovered, the following procedure shall apply:

● The defect must be reported to the Company.
● The defect is checked by the Company.
● If the defect is confirmed by the Company, it is passed to the Company’s development team.
● The defect is investigated and fixed by the Company’s development team.
● The fix is applied as a separate patch or within the scope of the new Software version to the Development Environment (DEV).
● The fix is checked and confirmed by the Licensee.
● Once the fix is confirmed by the Licensee, it is applied to the Production Environment (LIVE).

7.5. Software Feature and New Integrations Development:
If there is any functionality (either internal functionality or any new integration) that is not covered by the Software but is required by the Licensee’s project, the Licensee has two options:

● Develop the new functionality on the Licensee’s application side using APIs of the Platform, which is possible in many cases. For example, for the integration of a new vendor, the Licensee can use these APIs: https://sdk.finance/knowledge-base/use-case-api-flows/. Any functionality developed by the Licensee must be tested on the Development Environment (DEV) before deployment to the Production Environment (LIVE). Any erroneous transactions performed on the Production Environment (LIVE) caused by the Licensee’s functionality are considered valid and subject to payment.
● Request the Company to develop it, with the understanding that the Company has the right to reject or postpone any new feature development without providing reasons.

If the Company commits to developing a new feature, the implementation can be done:

● Free of charge for the Licensee, and this feature will become part of the Platform and available to all other Licensees of the Company.
● For an implementation fee (subject to a separate agreement and invoice), in which case this feature will be exclusively deployed on the infrastructure of the Licensee only.

8. SOFTWARE VERSION UPDATE PROCESS
8.1. The Company’s development team continuously works on the improvements of the Software. In certain cases, there is a risk that the application of the new version of the Software may cause damage to the Licensee’s project. To mitigate these risks and ensure the proper application of the new Software version to the Licensee’s project, it is paramount for the Licensee to follow the procedures for Software updates specified in this Section.

8.2. The Company typically releases new versions of the Software on a monthly basis. However, the Company retains the discretion to determine the frequency and timing of such releases and therefore has no obligation to release new versions with any specific frequency. Following each release, the Company shall send an email containing Release Notes to the Licensee using the contact details specified in the
Communication Matrix. The Release Notes will provide a detailed description of recent changes, feature enhancements, or bug fixes made to the Software.

8.3. Upon receipt of the Release Notes, the Licensee shall have a period of one (1) month to review and acknowledge the changes described therein. The Licensee shall promptly notify the Company of any concerns or questions regarding the new version of the Software.

8.4. Environment Updates:

● Development Environment (DEV): After the one (1) month acknowledgment period has elapsed, the new version of the Software will be automatically deployed to the Licensee’s Development Environment (DEV).
● Production Environment (LIVE): Following a period of two (2) months from the initial release of the new version of the Software and after confirmation with the Licensee, the Licensee’s Production Environment (LIVE) will be updated to the new version of the Software.

8.5. The Licensee acknowledges that timely acknowledgment of the Release Notes and cooperation in the update process are essential for maintaining the Software’s effectiveness and security. Failure to acknowledge or respond to the Release Notes may result in delays in deploying updates or potential disruptions in the Software’s functionality. The Company shall not be held responsible for any consequences arising from the Licensee’s failure to review the Release Notes in a timely manner. Please also note that Software version updates may sometimes lead to database migrations that cannot be reversed.

9. TERM AND TERMINATION
9.1. This Agreement shall commence on the date specified on page 1 of this Agreement (the “Effective Date”) and continue until terminated as provided herein.

9.2. Either Party may terminate this Agreement for convenience by providing written notice to the other party at least 30 (thirty) days prior to the desired termination date.

9.3. Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 (thirty) days after receiving written notice thereof.

9.4. The Company has the right to terminate the Agreement in a case described in Section 1.4. of this Agreement.

9.5. Termination of the Agreement shall result in the automatic cancellation of the Licensee’s subscription to the Software. Upon termination of this Agreement, the Licensee’s right to access and use the Software shall cease immediately, and the Licensee shall promptly return or destroy any confidential information or proprietary materials provided by the Company.

9.6. Termination of the Agreement does not relieve the Licensee from paying all outstanding debts.

9.6. The Licensee may terminate this Agreement by sending a request to support[at]sdk.finance.

9.7. The Company may terminate this Agreement by sending a request to the email address provided by the Licensee in this Agreement.

10. CONFIDENTIALITY
10.1. Both Parties acknowledge that during the term of this Agreement, they may have access to certain confidential and proprietary information of the other Party. Each Party agrees to maintain the confidentiality of such information and not to disclose or use it for any purpose other than as required for the performance of this Agreement.

11. WARRANTIES AND DISCLAIMERS
11.1. The Company represents and warrants that it has the necessary rights and authority to grant the license for the Software.

11.2. The Software is provided “AS IS” without warranty of any kind, whether express, implied, or statutory. The Company disclaims all warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the Software will be error-free or uninterrupted. The Licensee acknowledges that the Software may not satisfy all of the Licensee’s requirements or be compatible with the Licensee’s systems. The Licensee assumes all risks and responsibility for the selection, use, and results obtained from the Software.

12. LIMITATION OF LIABILITY
12.1. In no event shall the Company (including, without limitation, its affiliates, directors, officers, employees, contractors, agents, licensors, or suppliers) be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with this Agreement, including, but not limited to, loss of revenue, profits, or data.

12.2. The total aggregate liability of the Company, arising out of or in connection with the Agreement, shall be limited to the amount actually paid by the Licensee for the use of the Software during the 12 (twelve) months immediately preceding the claim giving rise to such liability.

12.3. The limitations of liability contained herein reflect the allocation of risk between the Parties. The Parties agree that these limitations of liability are an essential basis of the bargain between the Parties and shall apply regardless of whether any limited remedy fails its essential purpose. The above limitations of liability shall not apply to any liability that cannot be excluded or limited by applicable law.

12.4. The Licensee agrees to indemnify, defend, and hold harmless the Company from and against any claims, liabilities, damages, losses, costs, expenses, or demands, including reasonable attorneys’ fees, arising out of or in connection with its use of the Software, violation of any term of this Agreement by the Licensee, or any violation of the rights of a third party by the Licensee.

13. CUSTOMER CASE STUDIES AND MARKETING MATERIALS
13.1. The Company reserves the right to create and publish case studies, blog posts, articles, website content, and other Marketing Materials (collectively, “Marketing Materials”) that showcase the successful collaboration with the Licensee. These Marketing Materials may include but are not limited to, the Licensee’s company logo, brand name, quote and photo of a Licensee company representative (if applicable), a general description of the services provided, and the resulting solution. The Company will use commercially reasonable efforts to portray the Licensee positively. These Marketing Materials may be published on the Company’s website, official social media accounts, used for events, and other promotional materials, etc.

13.2. The Licensee acknowledges and agrees that the Company has the sole discretion to determine the content and format of the Marketing Materials. The Company agrees not to include any confidential Licensee information in the Marketing Materials. “Confidential Information” is defined as any non-public information of the Licensee that is designated as confidential or that, by its nature, ought to be considered confidential under the circumstances.

13.3 While the Company retains sole discretion over the content of the Marketing Materials, the Company will provide the Licensee with a reasonable opportunity to review the Materials before publication, focusing on factual accuracy and portrayal. This review period should be up to 10 business days from the date of receiving the Materials for review.

13.4. The Company reserves the right to request a quote or testimonial from the Licensee and incorporate the Licensee’s testimonial into the Marketing Materials published on the Company’s website, official social media accounts, events, and other promotional materials, etc.

13.5. Following the termination of this Agreement, the Company reserves the right to retain and utilize the Marketing Materials that were produced before the Agreement termination date, provided they were not subject to specific termination clauses or agreements.

14. GENERAL PROVISIONS
14.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

14.2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

14.3. All notifications between the Parties relating to this Agreement must be made in writing. Such notifications may be made by registered postal service, express courier service, fax, or authorized email. In case such correspondence fails to be delivered, though it had been sent to the proper address, it will be considered delivered immediately after it is sent to the email of the respective addressee, provided this email
participated in the emailing process between the Parties at least once and no email error was displayed after and in response to the notification sent.

15. JURISDICTION AND DISPUTE RESOLUTION
15.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. 15.2. Any dispute, controversy, proceeding, or claim between the Parties arising out of or relating to this Agreement, including any questions regarding its existence, validity, or termination, shall be resolved initially through negotiations within 30 (thirty) calendar days after one of the Parties has notified the other of the dispute(s) and initiated negotiations.

15.3. In case such disputes cannot be resolved by negotiations, any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved according to the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.

16. SIGNATURES OF THE PARTIES
By signing below, the Parties acknowledge their acceptance and agreement to the terms of the Agreement.

APPENDIX A: SCOPE OF DELIVERY and SUBSCRIPTION POLICY

1. SCOPE OF DELIVERY
1.1. The Company provides the Licensee with the functionality of the Software Platform for Transaction Processing (“SPTP”, “Software”) in the following components.

● Software component 1:

○ Back-end. The Company delivers the back-end functionality of the Platform in the format of Application Programming Interfaces (APIs).

● Software component 2:

○ Back-office. The Company provides the back-office interface for system management,
which is built on top of the back-end APIs.

1.2. The Software is divided into 2 components. By signing this Agreement, the Licensee confirms the order and agrees to pay the relevant subscription fees for the selected Software components. Please select the Software components you need by ticking the boxes below. Note that Software Components 2 are not available separately and must be subscribed along with Component 1.

Software component 1 (back-end in APIs)
Software component 2 (back-office)

1.3. The functionality of the Platform is described below:

● The list of APIs is available at: https://sdk5-pre-production.sdk.finance/swagger/.
● The Knowledge Base is available at: https://sdk.finance/knowledge-base/.

1.4. By signing this Agreement, the Licensee undertakes to use the accounting model specified at https://sdk.finance/knowledge-base/accounting-model/ and confirms that this model suits the business needs of the Licensee.

2. SUBSCRIPTION POLICY. GENERAL.

2.1. This Subscription Policy is dedicated to regulating the subscription services related to the Licensee’s use of the Software. The list of current subscription plans offered by the Company is always available at: https://sdk.finance/pricing/.

2.2. Please note that the Company reserves the right to change the subscription plans at any time. For Licensees with an active subscription, the Company provides 3 (three) months’ prior notice about the change of subscription plans. The Company undertakes to maintain the Licensee’s then-current subscription plan until the end of the then-current billing term.

2.3. Subscription fees are recurring and will renew automatically on a monthly basis. All payments of the subscription fee are to be processed via direct bank transfer or via a Card’s acceptance vendor, such as https://stripe.com/ or similar.

2.4. Development Mode refers to the stage in the software development lifecycle where the Licensee’s project has just started initial development, testing, and customization using the Software before providing the Product to end Customers of the Licensee. During this phase, the Licensee uses the Platform primarily for internal purposes, such as building, refining, and debugging their Product or Application. The Development Mode subscription plan entails a fixed monthly subscription fee, irrespective of project scale or usage, to support the Licensee’s development efforts until the project is ready for deployment in a Production Environment (LIVE).

2.5. LIVE Mode refers to the operational phase of the Licensee’s project, wherein the software application or platform using the Software is deployed and accessible to the Licensee’s end-users or customers for regular use. In LIVE Mode, the Licensee’s project is fully functional and actively processing transactions, serving its intended purpose in a Production Environment (LIVE). The LIVE Mode subscription plan involves payment based on the number of successful transactions processed through the Software, with a minimum monthly subscription fee applicable. This mode reflects the ongoing usage and deployment of the Licensee’s project to serve end-users or customers in real-world scenarios.

2.6. No Refunds. Any payments the Licensee has made for the use of the Software are non-refundable. Please note that the Company does not offer prorated refunds for canceled subscription plans. Subscription fees will automatically become due at the end of each paid subscription period. As such, all subscription fees will continue to be charged unless a subscription cancellation has been requested.

3. SUBSCRIPTION POLICY. SOFTWARE COMPONENT 1.

3.1. This section specifies the subscription policy and fees for the Software component 1:

● Back-end: The Company shall deliver the back-end functionality of the Platform in the format of Application Programming Interfaces (APIs).

3.2. Before using the Software Component 1, the Licensee is required to pay a non-refundable one-time setup fee of $2,500 (two thousand five hundred US dollars). The setup fee covers the cost of Software setup for the Licensee.

3.3. In addition to the setup fee specified above, the Licensee is required to pay a monthly subscription fee. The monthly subscription fee differs for Development Mode and Live Mode:

3.3.1. Starting from the first day after the software setup for the Licensee is completed, the Licensee’s project enters Development Mode. The Licensee shall pay a fixed monthly subscription fee of $900 (nine hundred US dollars) during the Development Mode.

3.3.2. Development Mode cannot extend beyond 6 (six) months. At the end of this period, the Company has the right to charge the Licensee based on the pricing of LIVE Mode.

3.3.3. Starting from the first day after the Licensee’s project goes live in LIVE Mode, the Licensee shall pay for the number of successful transactions processed through the Software. If the number of successful transactions ranges from 0 to 25,000, a minimum monthly subscription fee of $2,500 (two thousand five hundred US dollars) applies. For clarity, one (1) successful transaction means a successfully performed action by means of the Software, such as placing, transferring, or withdrawing funds that achieved its intended result. For example, a successfully completed transfer of money from one account to another will be considered one (1) transaction. A detailed breakdown of the monthly subscription fee per transaction and examples of its calculation are provided below. As the transaction volume increases, the Company’s price per transaction decreases once the Licensee reaches specific milestones.

So, for up to 35,000 transactions per month, Licensee will be charged $0.1 per transaction with a minimum sum to be paid – $2,500/month. However, transactions above 35,000 per month will cost cheaper – $0.09. The next milestone is 45,000 transactions a month, and the price is $0.08 per transaction. And the next one – 55,000 transactions a month, and the price is $0.07 per transaction, etc.

3.3.4. Examples of calculation

For example, if Licensee did 101,000 transactions in a specific month, the factual price breakdown would be:
35,000*$0.1 + 10,000*$0.09 + 10,000*$0.08 + 20,000*$0.07 + 25,000*$0.06 + 1,000*$0.05 = $3,500 +$900 + $800 + $1,400 + $1,500 + $50 = $8,150

So, the first 100,000 transactions cost you $8,100 and the last 1,000 – just $50.

Here is another example: if Licensee did 400,000 transactions that month, the price breakdown would be:

First 100,000 cost you $8,100 (as we know from the example above) + 150,000*$0.05 + 150,000*$0.03 =$8,100 + $7,500 + $4,500 = $20,100.

4. SUBSCRIPTION POLICY. SOFTWARE COMPONENT 2.
4.1. This section specifies the subscription policy and fees for the Software component 2:

● Back-office interface for system management, which is built on top of the back-end APIs.

4.2. Before using the Software Component 2, the Licensee is required to pay a non-refundable one-time setup fee of $250 (five hundred US dollars). The setup fee covers the basic customisation of the Software for the Licensee.

4.3. In addition to the setup fee specified above, the Licensee is required to pay a monthly subscription fee. The monthly subscription fee differs for Development Mode and Live Mode:

● Development Mode – $100/month.
● Live Mode – $500/month and does not depend on the number of transactions.

4.4. The cost of this subscription fee is in addition to the subscription fee specified in Section 3 above and will not be added if the Licensee has chosen only Software Component 1.

5. SUBSCRIPTION CANCELLATION
5.1. The Company shall cancel the Licensee’s subscription if the Licensee fails to make payment of the monthly invoice and the switch-on fee within 60 (sixty) calendar days of the monthly invoice date.

5.2. The Company may also cancel the Licensee’s subscription at any time if any of the following conditions are met:
– if the Licensee does not, within a reasonable time of us asking for it, provide the Company with information that is necessary for the Company to provide the Software or related services; or
– if the Company suspects that the Licensee’s subscription purchase was fraudulently made or the Licensee’s account was fraudulently set up.

5.3. In the event that the Company cancels the Licensee’s subscription due to non-payment of fees or charges as specified in this Agreement, such subscription cancellation shall not constitute termination of the Agreement. Notwithstanding the subscription cancellation, the Licensee shall remain liable for any overdue payments or outstanding fees accrued up to the date of subscription cancellation. The Company reserves the right to pursue legal remedies to recover any outstanding amounts owed by the Licensee.

5.4. Subscription Cancellation by Licensee: The Licensee may cancel the subscription at any time by sending a subscription cancellation request to support[at]sdk.finance. If the Licensee cancels the subscription, it will not be renewed after the then-current subscription term expires. Subscription cancellation requests must be received by the Company at least 5 (five) business days prior to the end of the then-current paid subscription term. Subscription cancellation requests received after this deadline will take effect the following month.

6. SIGNATURES OF THE PARTIES

By signing below, the Parties acknowledge their acceptance of and agreement to the terms of Appendix A of the Agreement.