AKRITRADE INC. dba Progress Overcome Win / POW

SECTION 1 | OVERVIEW AND CONTRACT STRUCTURE

1.1 Parties and Application of Terms

These Terms of Service and Master Services Agreement (the"Terms") are entered into by and between AkriTrade Inc., a Wyomingcorporation, dba Progress Overcome Win / POW ("AkriTrade","POW", "we", "us", or the "Company"),and the person or entity that accesses or uses our websites, applications,portals, or services ("you" or the "Customer"). These Termsconstitute the primary, controlling master agreement that governs your accessto and use of:

(a) our websites, including www.team-pow.com and anyrelated domains, subdomains, funnels, or portals operated by or on behalf ofAkriTrade Inc. dba POW;

(b) our software, trading algorithms, portals, dashboards,educational content, funded-account facilitation, payout-allocation workflows,and related services (collectively, the "Services"); and

(c) any products, subscriptions, or funded-account relatedprograms made available by AkriTrade / POW, except to the extent superseded bya separate, signed agreement.

1.2 Standalone Use and Use with SOWs / Order Forms

These Terms are intended to operate either:

(a) as a standalone online terms of service that becomebinding when you click "accept", pay, register, or otherwise use theServices; and/or

(b) as a master services agreement ("MSA") thatis supplemented from time to time by one or more statements of work, orderforms, or program-specific agreements executed between you and AkriTrade / POW(each, an "Order Form" or "SOW").

Each SOW or Order Form that references these Terms(including any Program Order Form or Program Agreement for AkriTrade’sDone-For-You / USD $15,000 entry-fee program) is incorporated herein by thisreference and forms part of a single, unified agreement between you andAkriTrade / POW. In the event of any conflict between these Terms and an SOW orOrder Form, these Terms shall control for all general legal and risk-allocationmatters (including, without limitation, disclaimers, limitations of liability,indemnities, governing law, and dispute resolution), and the SOW or Order Formwill control solely with respect to the specific commercial details for theapplicable Services described therein (including, as applicable, program name,fees, payment schedules, quantities, and program-specific features).

1.3 Acceptance

By accessing or using any part of the Services,registering an account, clicking to accept or agree to these Terms, orexecuting an SOW or Order Form that incorporates these Terms, you:

(a) acknowledge that you have read and understood theseTerms;

(b) represent that you have the legal capacity to enterinto these Terms; and

If you do not agree to all of the terms and conditions setout herein, you must not access or use the Services.

1.4 Additional Policies

Additional policies, terms, and conditions may apply tospecific Services or programs (for example, product-specific terms, dataprotection addenda, or program rules). Any such additional terms will bereferenced in the applicable SOW, Order Form, or on the applicable program pageand are incorporated into these Terms by reference.

1.5 Changes to the Terms

We may update, change or replace any part of these Termsby posting an updated version on our website or within the Services. It is yourresponsibility to check our website periodically for changes. Your continueduse of or access to the Services following the posting of any changesconstitutes acceptance of those changes. If you do not agree to an updatedversion of the Terms, you must stop using the Services.

SECTION 2 | SCOPE OF SERVICES

2.1 Description of Services

AkriTrade / POW develops and operates Forex and relatedtrading algorithms and strategies and provides associated educational,informational, technology-access, and onboarding support services. Depending onthe applicable SOW or Order Form, our Services may include one or more of thefollowing:

(a) access to POW-branded web portals and dashboards,including any copy-trading, signal-following, or trade-allocation interfaces;

(b) access to one or more POW algorithmic tradingstrategies or ‘master’ trading accounts, solely for informational,educational, and signal-following purposes;

(c) onboarding and technical support to assist you inconnecting your third-party trading or "funded" account(s) to acopy-trading, middleware, or signal-following platform;

(d) education, training and informational contentregarding the use and configuration of trading tools;

(e) ongoing subscription-based access to the Services, asspecified in the applicable SOW or Order Form; and

(f) such other services as may be expressly described inan SOW or Order Form.

2.2 Third-Party Funded Accounts

In certain programs, AkriTrade / POW may act as avalue-add reseller or facilitator of access to third-party funded tradingaccounts (for example, accounts sourced from providers such as PrimeBridge orsimilar, each a "Funding Provider"). In connection with suchprograms:

(a) any trading capital is provided solely by theapplicable Funding Provider (or its broker or liquidity provider), and not byAkriTrade / POW; AkriTrade / POW does not accept, hold, safeguard, or havecustody or control over your trading capital, account equity, or balances atany time;

(b) your relationship with the Funding Provider, broker,and any copy-trading/middleware or payout platform (for example, TCBridge,Social Trader Tools, Rise, or other providers) is independent and governedexclusively by those third parties' own terms, conditions, and policies;AkriTrade / POW is not a party to, and does not control, those relationships,and does not act as a custodian, broker, dealer, futures commission merchant,investment adviser, or proprietary trading firm;

(c) AkriTrade / POW does not guarantee, and has no controlover, the availability, terms, performance, funding decisions, payout timing,or risk profile of any third-party funded account, broker, or relatedinfrastructure, all of which remain subject to the independent decisions,rules, outages, and risk management of such third parties; and

(d) AkriTrade / POW does not guarantee that you will beapproved for, retain, or continue to have access to any funded account, whichis subject to the Funding Provider's rules, risk management, technical systems,and sole discretion, including with respect to any suspensions, terminations,resets, or changes to account conditions.

2.3 No Fiduciary or Advisory Relationship

The Services do not create any investment advisory,brokerage, fiduciary, or managed-account relationship between you and AkriTrade/ POW. AkriTrade / POW does not undertake to monitor or manage your personaltrading accounts, does not customize trades to your individual circumstances,and does not owe you any fiduciary duties under these Terms.

2.4 Program-Specific Details

The specific scope, deliverables, timelines, programrules, prices, subscription terms, and any bundled access to funded accounts orother third-party services will be as set out in the applicable SOW or OrderForm (including any online checkout page, Program Agreement, or Program OrderForm for the Done-For-You / USD $15,000 entry-fee program, or other programs,that expressly incorporates these Terms).

SECTION 3 | ELIGIBILITY AND LEGAL CAPACITY

3.1 Minimum Age

The Services are only intended for persons over the age of18 residing in the country for which the Services are available. By registeringfor or using the Services, you represent and warrant that you:

(a) are at least 18 years of age (or the age of majorityin your jurisdiction, if higher); and

(b) have full power and authority to enter into and complywith these Terms.

3.2 Jurisdictional Restrictions

By using the Services, you agree to access and use theServices only from countries and jurisdictions where such access and use arelawful and permitted. You acknowledge that your access to and use of theServices may be restricted or prohibited by law in some countries and agreethat you will only access and use the Services in compliance with allapplicable laws, rules, and regulations in any relevant jurisdiction.

3.3 Business and Entity Customers

If you are accepting these Terms on behalf of a company orother legal entity, you represent and warrant that you have the legal authorityto bind that entity to these Terms. In such case, "you" and"Customer" will refer to that entity and its affiliates, and you areresponsible for ensuring that your authorized users comply with these Terms.

SECTION 4 | ACCOUNTS, REGISTRATION AND SECURITY

4.1 Account Registration

To access certain features of the Services, you may berequired to register for an account with POW or with a third-party platformthat integrates with the Services. You agree to:

(a) provide current, complete, and accurate informationduring registration and at all other times when you use the Services; and

(b) promptly update such information, including your emailaddress and payment information, as necessary so that it remains accurate andcomplete.

4.2 Account Security

You are responsible for maintaining the confidentiality ofyour login credentials (including usernames, passwords, API keys and anymulti-factor authentication codes) and for all activities that occur under youraccount, whether or not you have authorized such activities. You agree to:

(a) immediately notify us of any unauthorized use of youraccount or any other breach of security; and

(b) log out from your account at the end of each session.

AkriTrade / POW will not be liable for any loss or damagearising from your failure to protect your account credentials.

4.3 Account Administration (Entity Customers)

If you are an entity Customer, you may designate one ormore administrative users with the ability to create, manage, and disable useraccounts under your organization. You are solely responsible for:

(a) the actions of all users under your account;

(b) any permissions granted to such users; and

SECTION 5 | FEES, SUBSCRIPTIONS, AND INVOICING

5.1 Fees

You agree to pay all fees and charges specified in theapplicable SOW or Order Form (including any online checkout page incorporatedtherein), which may include:

(a) one-time program, onboarding, or access fees (forexample, a flagship package or bundled funded-account access);

(b) recurring subscription, license, or service fees (forexample, monthly or annual access to POW algorithms or portals); and

5.2 Billing and Payment Methods

Unless otherwise stated in the applicable SOW or OrderForm:

(a) fees are payable in advance and are non-refundable exceptas expressly stated in Section 22 (Cancellation and Refunds)or required by applicable law;

(b) we may charge your designated payment method (e.g.,credit or debit card, or other accepted payment method) automatically forrecurring subscriptions and for any additional services you authorize;

(d) you are responsible for any bank fees, currencyconversion fees, or similar charges imposed by your financial institution orpayment provider.

5.3 Invoicing and Taxes

Where we invoice you directly for fees:

(a) invoices are due and payable within the time periodspecified in the applicable SOW or Order Form (or, if not specified, withinthirty (30) days of the invoice date);

(b) all fees are exclusive of any applicable value-addedtax (VAT), sales tax, goods and services tax (GST), or other similar taxes,duties, or charges imposed by any governmental authority, which will be yourresponsibility; and

(c) you agree to provide any information reasonablyrequested by POW to determine or evidence the correct calculation andremittance of taxes.

5.4 Price Changes

We reserve the right to change our prices and fees at anytime for new customers, new programs, or renewals. For existing subscriptions,we will provide you with reasonable advance notice of any material priceincrease, which will take effect at the start of your next billing periodunless otherwise stated in the applicable SOW or Order Form.

SECTION 6 | AUTOMATIC RENEWALS AND MINIMUM COMMITMENT PERIODS

6.1 Automatic Renewal

Unless otherwise specified in the applicable SOW or OrderForm:

(a) subscriptions are set to automatically renew at theend of the then-current subscription term for successive renewal periods of thesame length; and

(b) the applicable subscription fee for each renewal termwill be charged automatically using your saved payment method, at ourthen-current rates or at such other rates as may be specified in your SOW orOrder Form.

6.2 Grace Period

If an automatic renewal payment fails, we may, but are notobligated to:

(a) grant a short grace period (for example, seven (7)days) during which you may update your payment information and maintain accessto the Services; and

(b) suspend or terminate your access to the Services ifpayment remains outstanding after such grace period.

6.3 Minimum Commitment Periods

Certain subscriptions or programs, including the POWTrader Collective or similar offerings, may be subject to a minimum commitmentperiod (for example, three (3) calendar months for monthly plans, or twelve(12) calendar months for annual plans). To the extent stated in the applicableSOW or Order Form:

(a) you agree to maintain your subscription for at leastthe stated minimum commitment period;

(b) you may not cancel your subscription prior to the endof the minimum commitment period, except as expressly permitted herein; and

(c) any up-front joining fee or similar entry charge (forexample, for the POW Trader Collective) is non-refundable once paid.

Any minimum commitment period will survive suspension ortermination of access to the Services, except where expressly waived by POW inwriting.

SECTION 7 | CHARGEBACKS AND DISPUTED PAYMENTS

7.1 Internal Resolution First

If you believe that you have been incorrectly billed orhave any concern regarding a charge, you agree to contact AkriTrade / POWpromptly at the contact information provided in Section 24 (includinginfo@team-pow.com) and to provide all relevant details so that we mayinvestigate and, if appropriate, correct any issue.

7.2 Chargebacks

You acknowledge that initiating a payment dispute orchargeback through your bank, card issuer, or payment processor without firstattempting to resolve the matter with AkriTrade / POW may cause significantadministrative, financial, and operational issues for AkriTrade / POW. To themaximum extent permitted by applicable law:

(a) if you initiate a chargeback or payment dispute thatis not based on a bona fide unauthorized transaction or a material breach byAkriTrade / POW of these Terms, AkriTrade / POW may, in its discretion,immediately suspend or permanently terminate your access to the Services andany related accounts;

(b) AkriTrade / POW may treat such action as a materialbreach of these Terms; and

(c) you remain responsible for all amounts properly dueand owing, and AkriTrade / POW reserves all rights and remedies it may have atlaw or in equity to recover such amounts and any associated costs.

SECTION 8 | INTELLECTUAL PROPERTY RIGHTS

8.1 POW Intellectual Property

All rights, title, and interest in and to the Services,including without limitation:

(a) all software, algorithms, strategies, master accounts,tools, user interfaces, portals, designs, text, graphics, audio, video, andother materials;

(b) all documentation, training, educational content, andother informational materials; and

are and will remain the exclusive property of AkriTrade /POW or its licensors. Except for the limited rights expressly granted to you inthese Terms or an applicable SOW or Order Form, no rights or licenses (whetherby implication, estoppel, or otherwise) are granted to you.

8.2 License to Use the Services

Subject to your continued compliance with these Terms andpayment of all applicable fees, AkriTrade / POW grants you a limited,revocable, non-exclusive, non-transferable, non-sublicensable license, duringthe applicable subscription or program term, to:

(a) access and use the Services solely for your internalpurposes and in accordance with any usage limitations set out in the applicableSOW or Order Form; and

(b) use any associated documentation and trainingmaterials solely as necessary to support such authorized use.

You may not reverse engineer, decompile, disassemble, orotherwise attempt to derive the source code, trade secrets, or underlyingstructure of the Services, except to the extent such restriction is expresslyprohibited by applicable law.

8.3 Restrictions

Without limiting any other restrictions in these Terms,you agree that you will not:

(a) copy, reproduce, modify, adapt, translate, or createderivative works based on the Services, except as expressly permitted inwriting by POW;

(b) resell, lease, loan, sublicense, distribute, orotherwise transfer any part of the Services to any third party, except asexpressly permitted in an SOW or Order Form;

(d) remove, obscure, or alter any proprietary notices orlabels on or in the Services.

SECTION 9 | USER CONTENT; FEEDBACK

9.1 User Content

In connection with your use of the Services, you mayupload, submit, or otherwise provide to us or through the Services certaindata, information, comments, feedback, ideas, suggestions, proposals, plans, orother content ("User Content"). You are solely responsible for:

(a) the accuracy, quality, legality, and appropriatenessof your User Content; and

(b) ensuring that you have obtained all rights, consents,and permissions necessary to provide such User Content to POW and to authorizeits use as contemplated by these Terms.

9.2 License to User Content

You grant POW a worldwide, royalty-free, fully paid,non-exclusive, transferable, and sublicensable license, for the term of theseTerms and for any additional period reasonably necessary for backup, archival,and audit purposes, to:

(a) host, store, use, reproduce, modify, adapt, translate,publish, publicly perform, publicly display, distribute, and otherwise exploityour User Content in any media, for the purpose of providing, operating,enhancing, securing, and supporting the Services; and

(b) create de-identified or aggregated data derived fromyour User Content, which POW may use for its business purposes (includinganalytics, product improvement, and research), provided that such data does notidentify you or any natural person.

9.3 Feedback

If you submit to us any feedback, comments, ideas,suggestions, or other information about the Services (collectively,"Feedback"), you agree that POW may use such Feedback freely andwithout restriction, without any obligation to compensate you. POW will be theexclusive owner of all improvements or modifications to the Services thatresult from or incorporate any Feedback.

SECTION 10 | NO INVESTMENT ADVICE; TRADING AND MARKET RISK

10.1 No Investment Services or Advice

NONE OF THESERVICES PROVIDED TO YOU BY AKRITRADE / POW CAN BE CONSIDERED INVESTMENTSERVICES OR INVESTMENT ADVICE IN ACCORDANCE WITH APPLICABLE LAWS. NONE OF THESERVICES CONSTITUTE OR SHOULD BE RELIED UPON AS:

(a) individualized investment advice or recommendations;

(b) an offer, solicitation, or recommendation to buy orsell any financial instrument; or

NO EMPLOYEES,STAFF, OR REPRESENTATIVES OF AKRITRADE / POW ARE AUTHORIZED TO PROVIDEINVESTMENT ADVICE OR RECOMMENDATIONS. SHOULD ANY INFORMATION OR STATEMENT OFANY EMPLOYEE, STAFF, OR REPRESENTATIVE OF AKRITRADE / POW BE INTERPRETED ASINVESTMENT ADVICE OR RECOMMENDATIONS, AKRITRADE / POW EXPLICITLY DISCLAIMS THATTHE SAME IS INVESTMENT ADVICE OR RECOMMENDATIONS AND SHALL NOT BE RESPONSIBLEFOR THEM.

10.2 Educational and Informational Purpose Only

Any opinions, chats, messages, news, research, analyses,prices, performance data, or other information provided on or through theServices are for general market information, educational, and entertainmentpurposes only. They are not tailored to your individual circumstances andshould not be used as a primary basis for making investment or tradingdecisions.

10.3 Trading and Market Risk

Trading and investing, including Forex trading, carryinherent risks. You acknowledge and agree that:

(a) you must be willing and able to bear the risk of loss,including the potential loss of your entire investment;

(b) Forex and derivative trading, in particular, involvesubstantial risk of loss and may not be suitable for all investors;

(d) past performance of any POW account, strategy, orthird-party account is not indicative of future results.

10.4 Independent Decisions

You are solely responsible for:

(a) your own investment and trading decisions;

(b) selecting and configuring any copy-trading,trade-mirroring, or signal-following settings (including any lot multipliers,risk parameters, stop-loss levels, and equity protection features); and

POW does not invite, solicit, or recommend that you copyany particular trades or strategies, and your decision to do so is entirely atyour own risk.

POW does not have the ability to initiate, modify, orcancel trades within your personal or funded trading accounts.

SECTION 11 | ACCEPTABLE USE AND PROHIBITED ACTIVITIES

11.1 Acceptable Use

You agree to use the Services only in accordance withthese Terms and all applicable laws, regulations, and third-party terms.

11.2 Prohibited Uses

In addition to any other prohibitions set forth in theseTerms, you are prohibited from using the Services or any content:

(a) for any unlawful purpose or in violation of anyapplicable law, regulation, or order;

(b) to solicit others to perform or participate in anyunlawful acts;

(d) to harass, abuse, insult, harm, defame, slander,disparage, intimidate, or discriminate based on gender, sexual orientation,religion, ethnicity, race, age, national origin, disability, or any otherprotected characteristic;

(e) to submit false, misleading, or fraudulentinformation;

(f) to upload or transmit viruses or any other type ofmalicious code, malware, or harmful component;

(g) to interfere with or disrupt the integrity orperformance of the Services or any related website, network, or system;

(h) to attempt to gain unauthorized access to the Servicesor related systems or networks;

(i) to collect or track the personal information of othersin violation of applicable data-protection laws;

(j) to spam, phish, pharm, pretext, spider, crawl, orscrape; or

(k) to circumvent or attempt to circumvent any security oraccess-control feature of the Services or any related website, other websites,or the Internet.

We reserve the right, in our sole discretion, to suspendor terminate your use of the Services for any actual or suspected violation ofthis Section.

SECTION 12 | CONFIDENTIALITY

12.1 Confidential Information

In connection with the Services, either party (the"Disclosing Party") may disclose or make available to the other party(the "Receiving Party") certain non-public, confidential, orproprietary information, whether oral, written, or in electronic or other form,that is designated as confidential or that reasonably should be understood tobe confidential given the nature of the information and the circumstances ofdisclosure ("Confidential Information"). AkriTrade / POW's ConfidentialInformation includes, without limitation, its algorithms, strategies,master-account configurations, non-public performance data, pricing notpublicly posted, technical information, trade secrets, and any non-publicinformation regarding its business operations and plans. Your ConfidentialInformation includes your non-public account information and any trading orfinancial information you provide that is reasonably understood to beconfidential.

12.2 Confidentiality Obligations

The Receiving Party will:

(a) protect the Disclosing Party's ConfidentialInformation using at least reasonable care;

(b) not use the Disclosing Party's ConfidentialInformation for any purpose other than to exercise its rights or perform itsobligations under these Terms; and

(c) not disclose the Disclosing Party's ConfidentialInformation to any third party, except to its employees, contractors, andprofessional advisors who have a need to know the information for purposesconsistent with these Terms and who are bound by confidentiality obligations atleast as protective as those set forth herein.

12.3 Exclusions

Confidential Information does not include informationthat:

(a) is or becomes publicly available without breach ofthese Terms by the Receiving Party;

(b) was lawfully known to the Receiving Party prior to itsdisclosure by the Disclosing Party;

(d) is independently developed by the Receiving Partywithout use of or reference to the Disclosing Party's Confidential Information.

12.4 Compelled Disclosure

The Receiving Party may disclose the Disclosing Party'sConfidential Information to the extent required by law, regulation, or validlegal process, provided that (where legally permitted) the Receiving Partygives the Disclosing Party prompt written notice of the requirement andcooperates reasonably (at the Disclosing Party's expense) in any effort tolimit or object to such disclosure.

SECTION 13 | THIRD-PARTY TOOLS, PLATFORMS, AND LINKS

13.1 Third-Party Tools and Platforms

The Services may provide you with access to or integrationwith third-party tools, platforms, and services (including, without limitation,Funding Providers, brokers, copy-trading platforms, and payout processors) overwhich we neither monitor nor have any control nor input. You acknowledge andagree that:

(a) we provide access to such tools and platforms on an"as is" and "as available" basis without any warranties,representations, or conditions of any kind and without any endorsement, and wedo not warrant, guarantee, or control any third party's account approvals ordenials, technical performance, availability, custody of funds, or payoutdecisions;

(b) we shall have no liability whatsoever arising from orrelating to your use of optional or required third-party tools, platforms, orservices, including without limitation any losses, foregone profits, failed ordelayed payouts, account closures or resets, trading interruptions, or otherharm caused by decisions, rules, outages, insolvency, or technical failures ofany third party; and

(c) any use by you of third-party tools or platforms isentirely at your own risk and discretion and you should ensure that you arefamiliar with and approve the terms, conditions, risk disclosures, and policieson which such tools and platforms are provided by the relevant third-partyprovider(s), including all provisions on custody of funds, trading rules, andpayout processing.

13.2 Third-Party Links

Certain content, products, and services available via theServices may include materials from third parties. Third-party links on ourwebsites or within the Services may direct you to websites that are notaffiliated with us. We are not responsible for examining or evaluating thecontent or accuracy and we do not warrant and will not have any liability orresponsibility for any third-party materials or websites, or for any othermaterials, products, or services of third parties (including any custody of funds,trading execution, or payouts handled by such third parties). Any complaints,claims, concerns, or questions regarding third-party products or servicesshould be directed exclusively to the applicable third party.

SECTION 14 | DISCLAIMER OF WARRANTIES

14.1 No Guarantee of Results

We do not guarantee, represent, or warrant that your useof the Services will be uninterrupted, timely, secure, or error-free, or thatany particular financial or trading results will be achieved. We do not warrantthat the results that may be obtained from the use of the Services, includingany algorithmic strategies or third-party tools, will be accurate, reliable, orsuitable for any particular purpose.

14.2 "As Is" Basis

You expressly agree that your use of, or inability to use,the Services is at your sole risk. Except as expressly stated otherwise in awritten agreement signed by an authorized representative of POW, the Servicesand all products, content, and services delivered to you through the Servicesare provided "as is" and "as available", without anyrepresentation, warranties, or conditions of any kind, either express orimplied, including all implied warranties or conditions of merchantability,merchantable quality, fitness for a particular purpose, durability, title, andnon-infringement.

SECTION 15 | LIMITATION OF LIABILITY

15.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, in noevent shall AkriTrade / POW, its directors, officers, employees, affiliates,agents, contractors, licensors, service providers, subcontractors, suppliers,or representatives be liable to you or any third party for any:

(a) indirect, incidental, consequential, special,exemplary, or punitive damages;

(b) loss of profits, revenue, savings, business, goodwill,or data; or

whether based in contract, tort (including negligence),strict liability, or otherwise, arising from or in connection with your use of,or inability to use, the Services or any products procured using the Services,even if advised of the possibility of such damages.

15.2 Cap on Direct Damages

To the maximum extent permitted by applicable law,AkriTrade / POW's total aggregate liability to you for any and all claimsarising out of or in connection with these Terms or the Services, whether incontract, tort (including negligence), strict liability, or otherwise, shallnot exceed the greater of:

(a) the total amount of fees actually paid by you to POWunder the applicable SOW or Order Form giving rise to the claim during thetwelve (12) month period immediately preceding the event giving rise to suchclaim; or

(b) one thousand U.S. dollars (USD 1,000).

15.3 Exceptions

Nothing in these Terms shall limit or exclude anyliability that cannot be limited or excluded under applicable law, includingliability for death or personal injury caused by our negligence, or for fraudor fraudulent misrepresentation.

SECTION 16 | INDEMNITY

16.1 Your Indemnity Obligations

You agree to indemnify, defend, and hold harmlessAkriTrade / POW, its subsidiaries, affiliates, partners, officers, directors,agents, contractors, licensors, service providers, subcontractors, suppliers,and employees from and against any and all claims, demands, actions,proceedings, damages, losses, costs, and expenses (including reasonableattorneys' fees) arising out of or in connection with:

(a) your breach of these Terms or any SOW or Order Form;

(b) your violation of any law or the rights of any thirdparty;

(c) your User Content, including any allegation that suchcontent infringes, misappropriates, or violates any intellectual property,privacy, or other rights of any third party; or

(d) your use of any third-party tools, platforms, fundingarrangements, or services in connection with the Services.

SECTION 17 | TERM; SUSPENSION AND TERMINATION

17.1 Term of Agreement

These Terms commence on the earlier of (a) the date youfirst access or use the Services, or (b) the effective date of the first SOW orOrder Form that incorporates these Terms, and will continue in effect untilterminated in accordance with this Section.

17.2 Suspension

Without limiting our other rights or remedies, we mayimmediately suspend or restrict your access to the Services, in whole or inpart, if:

(a) we reasonably suspect that you have violated theseTerms or any applicable SOW or Order Form;

(b) we reasonably suspect fraudulent or unauthorized useof your account or payment method;

(d) non-payment of fees persists beyond any applicablegrace period.

17.3 Termination for Convenience

Unless otherwise specified in the applicable SOW or OrderForm (including any minimum commitment period):

(a) you may terminate your subscription or program at theend of the then-current subscription term by providing us with any requirednotice described in the applicable SOW or Order Form; and

(b) POW may terminate your access to the Services or anyprogram for convenience upon providing you with prior written notice, in whichcase any prepaid, unused subscription fees for the terminated period may berefunded on a pro-rated basis, except where otherwise stated in these Terms orthe applicable SOW or Order Form.

17.4 Termination for Cause

Either party may terminate these Terms or any SOW or OrderForm upon written notice if the other party:

(a) materially breaches these Terms or the applicable SOWor Order Form and fails to cure such breach within thirty (30) days afterreceiving written notice describing the breach (or such shorter cure period asmay be specified for particular breaches); or

(b) becomes insolvent, makes a general assignment for thebenefit of creditors, or is subject to any bankruptcy, insolvency, or similarproceeding.

17.5 Effect of Termination

Upon termination or expiration of these Terms or any SOWor Order Form:

(a) your rights to access and use the applicable Serviceswill immediately cease;

(b) you will remain liable for all amounts due and payableup to and including the effective date of termination, and any ongoing paymentobligations for a minimum commitment period will continue unless otherwiseexpressly waived by POW in writing; and

(c) each party will, upon request, return or destroy theother party's Confidential Information in its possession, subject to any legalor archival retention requirements.

17.6 Survival

The following provisions will survive any termination orexpiration of these Terms or any SOW or Order Form: Sections 5.3, 6.3, 7, 8, 9,10, 11, 12, 14, 15, 16, 17.5, 17.6, 18, 19, 20, 21, 22, 23, and 24, togetherwith any other provisions that by their nature are intended to survive.

SECTION 18 | DISPUTE RESOLUTION

18.1 Good-Faith Resolution

If a dispute, claim, or controversy arises out of orrelating to these Terms, any SOW or Order Form, or the Services("Dispute"), the parties shall first attempt in good faith to resolvethe Dispute informally, including by escalation to appropriate seniorrepresentatives of each party. Each party shall provide the other with writtennotice of the Dispute and a brief description of the issues, and the partieswill use reasonable efforts to resolve the Dispute within thirty (30) daysafter such notice.

18.2 Mandatory Arbitration; Class Action Waiver

Except as expressly provided in Section 18.3, you and POWagree that any Dispute that cannot be resolved informally in accordance withSection 18.1 shall be resolved exclusively and finally by binding arbitrationon an individual basis, and not in a class, collective, consolidated, orrepresentative action. The arbitration will be administered by a recognizedarbitration administrator (such as the American Arbitration Association) inaccordance with its commercial arbitration rules then in effect, as modified bythese Terms. The arbitrator shall have the exclusive authority to resolve allissues of arbitrability, interpret these Terms (including this Section 18), andaward all remedies available at law or in equity (subject to the limitationsand exclusions set forth in these Terms). EACH PARTY IRREVOCABLY WAIVES ANYRIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTIONWITH RESPECT TO ANY DISPUTE.

18.3 Injunctive Relief and Enforcement of Awards

Nothing in this Section shall prevent either party fromseeking immediate injunctive or equitable relief in any court of competentjurisdiction (which, for clarity, may include the state or federal courtslocated in California) to prevent or curtail actual or threatened unauthorizeduse or disclosure of its intellectual property or Confidential Information, orfrom seeking to enforce or confirm an arbitration award. Seeking such limitedrelief shall not be deemed a waiver of either party's agreement to resolveDisputes by arbitration as set forth in Section 18.2.

SECTION 19 | ENTIRE AGREEMENT; NO WAIVER

19.1 Entire Agreement

These Terms, together with all SOWs, Order Forms, andadditional terms incorporated by reference, constitute the entire agreement andunderstanding ("Master Terms") between you and AkriTrade / POWregarding the subject matter hereof and supersede all prior or contemporaneousagreements, communications, and proposals, whether oral or written, between youand AkriTrade / POW relating to such subject matter.

19.2 No Waiver

The failure of AkriTrade / POW to exercise or enforce anyright or provision of these Terms shall not constitute a waiver of such rightor provision. Any waiver must be in writing and signed by an authorizedrepresentative of AkriTrade / POW.

19.3 Severability

In the event that any provision of these Terms isdetermined to be unlawful, void, or unenforceable, such provision shallnonetheless be enforced to the fullest extent permitted by applicable law, andthe unenforceable portion shall be deemed severed from these Terms. Suchdetermination shall not affect the validity and enforceability of any otherremaining provisions.

SECTION 20 | GOVERNING LAW AND JURISDICTION

20.1 Governing Law

Unless otherwise specified in an applicable SOW or OrderForm, these Terms, any SOWs or Order Forms, and any Dispute arising out of orrelating to them or the Services shall be governed by and construed inaccordance with the laws of the State of California, without giving effect toany choice or conflict of law provision or rule that would result in theapplication of the laws of any other jurisdiction.

20.2 Jurisdiction

Subject to Section 18, any Dispute arising out of orrelating to these Terms, any SOW or Order Form, or the Services shall befinally resolved by binding arbitration administered by a recognizedarbitration administrator (such as the American Arbitration Association) underits applicable commercial arbitration rules, as modified by this Section. Theseat and place of arbitration shall be in the State of California, U.S.A., andthe language of the arbitration shall be English. The arbitration shall be conductedby a single arbitrator experienced in commercial and technology agreements.Judgment on the award rendered by the arbitrator may be entered in any courthaving jurisdiction. To the fullest extent permitted by law, you and AkriTrade/ POW agree that any such arbitration shall be conducted solely on anindividual basis and not in a class, collective, or representative action, andthat the arbitrator may not consolidate proceedings involving different partiesor otherwise preside over any form of representative or class proceeding.

SECTION 21 | CHANGES TO SERVICES AND TERMS

21.1 Changes to Services

POW reserves the right at any time to modify, suspend, ordiscontinue the Services (or any part or content thereof) without notice,subject to any obligations in an applicable SOW or Order Form. POW shall not beliable to you or to any third party for any modification, price change,suspension, or discontinuance of the Services.

21.2 Changes to Terms

We reserve the right, at our sole discretion, to update,change, or replace any part of these Terms by posting updates and changes toour website or within the Services. Your continued use of or access to theServices following the posting of any changes constitutes acceptance of thosechanges.

SECTION 22 | CANCELLATION AND REFUND POLICY

22.1 Cancellations by Customer

Subject to any minimum commitment period or otherrestrictions set forth in the applicable SOW or Order Form:

(a) you may cancel your recurring subscription byfollowing the cancellation process described in your account or within the POWweb application, or by providing notice to POW as specified therein; and

(b) upon cancellation, you will continue to have access tothe Services until the end of your current billing period, at which point youraccess will terminate and you will not be billed again for the canceledsubscription.

22.2 No Refunds; Exceptions

Unless expressly stated otherwise in your SOW or OrderForm or required by applicable law:

(a) all fees paid are non-refundable, including anyone-time program fees, joining fees, or subscription fees;

(b) we do not provide partial refunds or credits for anyunused portion of a subscription term or program; and

(c) if you fail to cancel your subscription prior to anautomatic renewal date, you will not be entitled to a refund of the renewalcharge.

22.3 Special Cases

POW may, in its discretion, grant refunds or credits incertain limited circumstances (for example, where a user is found to be underthe minimum age limit or where a payment has been made using a proven stolenpayment instrument), subject to any legal obligations and risk-managementpolicies in effect at the time. Any such discretionary refunds or credits donot create an obligation for POW to provide similar relief in the future.

SECTION 23 | SOW AND ORDER-FORM STRUCTURE

23.1 Use of SOWs and Order Forms

For business, enterprise, or higher-value programrelationships, AkriTrade / POW may document the specific commercial terms andscope of Services in one or more SOWs or Order Forms that incorporate theseTerms by reference. Each SOW or Order Form (including any Customer Agreement,Program Agreement, or Program Order Form for the Done-For-You / USD $15,000entry-fee program) will typically include, as applicable:

(a) Customer name and contact details;

(b) effective date and term;

(d) fees, payment schedule, and any minimum commitmentperiods;

(e) subscription metrics (for example, number or size ofaccounts, strategies licensed, or tiers of access);

(f) any program-specific terms, restrictions, or riskdisclosures; and

(g) any special conditions or negotiated variations fromthese Terms (which, to the extent of any direct conflict, will prevail overthese Terms solely for the Services described in that SOW or Order Form andsolely with respect to economic or program-specific variables, and shall notalter the general legal, risk-allocation, or dispute-resolution provisions ofthese Terms).

23.2 Multiple SOWs or Order Forms

Multiple SOWs or Order Forms may be in effect at the sametime, each governing separate Services or programs. Termination or expirationof any particular SOW or Order Form will not automatically terminate any otherSOW or Order Form, unless expressly stated therein.

SECTION 24 | NOTICES AND CONTACT INFORMATION

24.1 Notices from POW

We may provide notices to you under these Terms by:

(a) email to the email address associated with youraccount;

(b) posting the notice within your account or on ourwebsite; or

Notices sent by email will be deemed given when the emailis sent, provided that we do not receive a bounce-back or similar indication ofnon-delivery.

24.2 Notices from Customer

Any legal notices or formal communications required orpermitted to be given by you to POW under these Terms must be:

(a) sent by email to info@team-pow.com (or such otheraddress as we may designate by notice); and/or

(b) sent by registered or certified mail, or by reputableovernight courier, to our registered office address or principal place ofbusiness as listed on our website from time to time.

Notices will be deemed received when actually received or,in the case of email without error-message, on the date sent.

24.3 Questions

Questions about these Terms or the Services should be sentto us at info@team-pow.com.

Terms & Conditions