Terms and Conditions

This MASTER SERVICES AGREEMENT (“Agreement“) is entered into as of May 27, 2024 (“Effective Date”) between FS Holdings, LLC d.b.a CryptoBotsPro, (“CryptoBotsPro”) located at 2800 Regal Road, Suite 101, Plano, TX. 75075 and the client (“Client”).

1. SCOPE OF AGREEMENT. This Agreement serves as a master agreement and applies to Client’s purchase(s) of software license (“Product”), as well as updates for software, support and maintenance services, and/or subscription services. No hardware or hardware support is provided. CryptoBotsPro does not have access to, control over, or any ability to manage funds, make deposits, withdraw funds, or provide any financial services, advice, and/or management. CryptoBotsPro software provides access to data that is accessible to the public and the Client has access to use the software at their sole discretion and risk.

2. Term and Termination. This Agreement will begin on the Effective Date and will continue for a period of three (3) years after the date of last payment. CryptoBotsPro may: (a) terminate an account, suspend services, and/or disable the software if Client fails to pay any applicable fees due for that Order within 10 days after receipt of written notice from CryptoBotsPro of non-payment; and/or (b) terminate this Agreement or an Order if Client commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from CryptoBotsPro. Either party may immediately terminate this agreement for cause upon written notice to the other party, provided that “for cause” means (i) a party fails to perform any obligation or satisfy any condition or liability contained herein and does not cure such failure within 30 days of receipt of notice of such failure. Upon any termination of the right to use Software, Client will immediately uninstall (if the Product is software) and cease to use the terminated Product and, upon CryptoBotsPro’ written request, immediately return such Product to CryptoBotsPro, together with all related documentation, and copies thereof. Upon written request of CryptoBotsPro, Client will promptly certify in writing to CryptoBotsPro that all copies of the Product have been returned, and that any copies not returned have been destroyed.

3. Payment AND DELIVERY. Customer will pay CryptoBotsPro all fees due upon receipt of an invoice specifying the amounts due (“Fees”). All Fees payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which Client will pay. If payment is not received on or before any invoice due date, services will be interrupted and any and all work efforts will be halted until such a time as payment is received. Client shall pay all expenses, including actual attorneys’ fees, incurred by CryptoBotsPro or its representatives in enforcing its rights under this Agreement, provided that CryptoBotsPro is successful on the merits. Client’s obligation to pay undisputed amounts due for Services and CryptoBotsPro right to all such amounts are absolute and unconditional. Client is not entitled to setoff of such amounts. All Product is FOB shipping point. All Fees will be detailed in an Order. Unless otherwise stated in a Statement of Work, Client agrees to pay or reimburse CryptoBotsPro for all actual, necessary, and reasonable expenses incurred by CryptoBotsPro in performance of such Statement of Work, which are capable of verification by receipt. CryptoBotsPro will submit invoices to Client for such fees and expenses either upon completion of the Services, or at stated intervals, in accordance with the applicable Statement of Work.

4. Proprietary Rights and Confidentiality.

4.1. Proprietary Rights. CryptoBotsPro retains all right, title and interest in any and all intellectual property, informational, industrial property and moral rights in the Product, and copies thereof. CryptoBotsPro neither grants nor otherwise transfers any rights of ownership in the Product to Client. The Product is protected by applicable copyright and trade secrets laws, and other forms of intellectual property, informational and industrial property protection. Client will never have access to the source code, can not make or request any edits, and will only have the right to access the app/website through their user account. All permissions and settings are restricted to what is available and no support will be provided for requests, upgrades, or any type of Client requested update. It is at the sole discretion of CryptoBotsPro if a Client request is accepted for upgrade or change.

4.2. Product. Client may only use and disclose Product in accordance with the terms of this Agreement. CryptoBotsPro reserves all rights in and to the Product not expressly granted in this Agreement. Client may not disassemble or reverse engineer any software Product, or decompile or otherwise attempt to derive any software Product’s source code from executable code, except to the extent expressly permitted by applicable law despite this limitation, or provide a third party with the results of any functional evaluation, or benchmarking or performance tests on the Products, without CryptoBotsPro prior written approval. Except as expressly authorized in this Agreement or an Order, Client may not (a) distribute the Product to any third party (whether by rental, lease, sublicense or other transfer), or (b) operate the Product in an outsourcing or service provider business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Product – applicable installation instructions or release notes will contain the relevant details.

4.3. Services Deliverables licensed under this Agreement.

(a) License. Subject to the terms of this Agreement, CryptoBotsPro grants Client a perpetual, non-exclusive, non-transferable license to use, access, enable/disable, access documentation provided, generate reports, and use any other data provided as part of the software solely for Clients own internal use.

(b) Ownership. CryptoBotsPro owns all right, title and interest in the software, including all intellectual property rights embodied therein. Nothing in this Agreement is intended to or will have the effect of vesting in or transferring to Client rights in CryptoBotsPro or its affiliates’ or its or their suppliers’ software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice or tangible form in the course of performance of the Services, whether solely by CryptoBotsPro or jointly with Client.

4.4 Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).

(a) Definition. The term “Confidential Information” means any information or data disclosed, whether in written, oral, or electronic form, by the Disclosing Party to the Recipient under or in contemplation of this agreement, whether prior to or after the execution hereof, that is marked as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, source and executable code, flow charts, drawings, techniques, specifications, development and marketing plans, strategies, forecasts, and sales and marketing materials; (ii) the Product; and (iii) the terms of this Agreement. Confidential Information does not include information that Recipient can show: (A) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (B) is or becomes a matter of public knowledge through no fault of Recipient; (C) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; (D) is or was independently developed by or for Recipient.

(b) Disclosure Party. Means each party in its capacity as a discloser of Confidential Information.

(d) Proprietary Legends. Recipient may not remove, obscure, or alter any proprietary legend relating to the Discloser’s rights on or from any form of Confidential Information of the Discloser, without the prior written consent of the Discloser, except as expressly authorized in an Order.

(e) Degree of Care. Each party agrees not to disclose, directly or indirectly, to the other any information or data the disclosure of which would constitute a violation of a legal obligation to any third party including, without limitation, a former client, or a former employer of the Disclosing Party.

2. ALLOCATION OF RISK

Your wildest financial dreams will probably not come true and there is always the chance you can lose your entire balance. Never risk more than you can stand to lose. CryptoBotsPro is a software provider offering a do it yourself platform and does not act/intend to act as a wealth manager or financial advisor in any capacity. We are not a Wealth Advisors, we do not provide any investment advice/and we do not provide any portfolio management service or any similar service affiliated to stock markets. Every selection/transaction taken placed through CryptoBotsPro is solely the responsibility of the user. We have tried our best to make the software as transparent as possible, however, you agree that CryptoBotsPro cannot be held liable under any circumstances. You accept all risks and will not make any claims, release all rights to claims, and you acknowledge you have no right or claim to any damages. When you signup and use CryptoBotsPro, you release any claim for warranty, guarantee, or performance from the company, the owners, management, employees and anyone associated with your decision to use.

2.1. Disclaimer of Damages. CryptoBotsPro, NOR ITS OWNERS, SHARE HOLDERS, MANAGERS, EMPLOYEES, OR CONTRACTORS , ARE liable to the Client, for ANY SPECIAL, indirect, incidental, PUNITIVE or consequential damages ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT (INCLUDING WITHOUT LIMITATION lost PROFITS, lost computer USAGE, AND damage or loss of USE OF data), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and irrespective of the negligence of either party or WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT or CONTRACT law.

2.2. Limitation of Liability. FS’s MAXIMUM LIABILITY FOR Any and All DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SOFTWARE IS LIMITED TO the amount PAID by Client.

2.3. Injunctive Relief. Both parties acknowledge that their violation of Section 4 may cause the other party immediate and irreparable harm. In the event of such breach, the breaching party agrees that the other party may seek, in addition to any and all other remedies available at law, an injunction, specific performance or other appropriate relief.

3. SERVICES-SPECIFIC TERMS.

3.1. Limited Warranty. CryptoBotsPro does not warrant or guarantee any outcomes, or that the software will continue to work. There is no guarantee of uptime and access. CryptoBotsPro will do their best efforts to ensure that the software works but Client acknowledges that there are many factors outside the control of, and our ability to, ensure everything works at all times.

3.2. Intellectual Property Indemnity

(a) Infringement Claims. If a third party asserts a claim against Client asserting that the Deliverables and/or CryptoBotsPro performance of the Services in accordance with the terms of this Agreement violates a patent, trade secret or copyright (an “Intellectual Property Right”) owned by that third party (“Infringement Claim”), then CryptoBotsPro will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Client for any damages finally awarded against Client, but only if Client promptly notifies CryptoBotsPro of any Infringement Claim, CryptoBotsPro retains sole control of the defense of any Infringement Claim and all negotiations for its settlement or compromise, and Client provides all reasonable assistance requested by CryptoBotsPro. CryptoBotsPro will not be liable for any expenses or settlements incurred by Client without CryptoBotsPro prior written consent.

(b) Remedies. If an injunction or order is obtained against CryptoBotsPro performing the Services for Client and/or Client using the Deliverables by reason of the allegations of infringement, or if in CryptoBotsPro opinion the Services and/or Deliverables may violate a third party’s proprietary rights, then CryptoBotsPro will, at its expense: (a) procure for Client the right to continue to receive the Services and/or use the Deliverables; (b) modify or replace the Services and/or Deliverables with a compatible, functionally equivalent substitute; or (c) if neither (a) nor (b) are commercially practical, terminate this Agreement and release Client from its obligation to make future payments for the Services and/or Deliverables. Sections 5.1 and 5.2 contain Client’s exclusive remedies and FS’s sole liability for claims of infringement.

3.3. Independent Contractor. Nothing in this Agreement will be construed to make either party an employer, employee, agent or partner of the other, and this Agreement will not be construed to create rights, express or implied, on behalf of or for the use of any party other than CryptoBotsPro and Client. CryptoBotsPro will have sole discretion to determine the manner, method and means of performing such Software subject to the provisions of this Agreement. Neither party will have any authority to make any contract in the name of or otherwise to bind the other party. CryptoBotsPro will be responsible for and will pay all unemployment, social security and other payroll taxes, and all worker’s compensation claims, worker’s compensation insurance premiums and other insurance premiums, with respect to CryptoBotsPro and CryptoBotsPro employees.

3.4. Non-Solicitation. During the term of this Agreement, and for a period of six (6) years thereafter, Client will not solicit for employment any employees of the other party or its affiliates who, within six (6) years prior to such solicitation: (a) directly performed under this Agreement, (b) had substantial contact with the hiring party in relation to this Agreement, or (c) the hiring party became aware of due to, or derived from information learned through the performance of, this Agreement. For this purpose, “solicitation” does not include contact resulting from indirect means such as public advertisement, placement firm searches or similar means not directed specifically at the employee to which the employee responds on his or her own initiative. Notwithstanding the foregoing, either party may at any time, directly or indirectly, solicit and hire any employee of the other party if such employee did not resign but was terminated by the other party. The parties acknowledge and agree that a breach of this “Non-Solicitation” clause will give rise to a right of termination of this Agreement; CryptoBotsPro will have the right to seek and recover direct damages from the Client.

4. MISCELLANEOUS/OTHER PROVISIONS.

4.1. Severability. Should any provision of this Agreement be invalid, or unenforceable, the remainder of the provisions will remain in effect. In the event of a dispute, the prevailing party in any litigation or arbitration will be entitled to recover its attorneys’ fees and cost incurred from the other party.

4.2. Notices. Unless otherwise provided, notices to either party will be in writing, delivered by (a) U.S. mail, registered or certified, prepaid, return receipt requested, (b) nationally recognized overnight delivery service, prepaid, return receipt requested, or (c) hand delivery, to the addressed listed below (or any address designated by a party for itself by like notice), and shall be deemed received on the date of delivery (or refusal to accept delivery).

To Client:
___________________________________
___________________________________
___________________________________
Attn: _______________________________

To CryptoBotsPro:
FS Holdings, LLC
2800 Regal Road, Suite 101
Plano, TX 75075
Attn:_________________________ with a copy to General Counsel

4.3. Verification. Upon CryptoBotsPro written request, Client will provide CryptoBotsPro with a certification signed by an officer of Client verifying that Product is being used pursuant to the terms of this Agreement, including without limitation the licensed capacity of the Product. CryptoBotsPro may, at its expense, audit Client’s use of Product to confirm Client’s compliance with this Agreement. Any such audit will be conducted during regular business at Client’s facilities and will not unreasonably interfere with Client’s business activities. If an audit reveals that Client has underpaid Fees to FS, Client will pay such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid, then Client will also pay CryptoBotsPro reasonable costs of conducting the audit.

4.4. Assignment. Client may not assign this Agreement or any rights granted in this Agreement to any third party for any reason.

4.5. No Waivers. Failure of a party to require performance by the other party under this Agreement will not affect the right of such party to require performance in the future. A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.

4.6. Excused Performance/Unavoidable Delay. CryptoBotsPro shall not be liable for any failure to perform, or for delay in the performance of, any obligation under this agreement if such performance is prevented, hindered, or delayed by reason of any cause beyond its reasonable control, including without limitation, labor dispute, strike, or other industrial disturbance, action of the elements, including flood and earthquake, casualty, war, act of public enemy, riot, insurrection, embargo, law or court action, or regulation or order of any government agency or subdivision thereof. Nothing in this Section 7.7 shall be deemed to limit CryptoBotsPro right to terminate this agreement as provided in Section 7.2.

4.7. Indemnification. Client will indemnify, defend and hold harmless CryptoBotsPro from all claims, liabilities or expenses for damage to real property or tangible personal property through the use of the software or terms of this agreement.

Client hereby assumes full responsibility and liability for the Software hereunder and agrees to indemnify, defend and hold CryptoBotsPro harmless from any and all claims, actions, loss, cost, expense, damages, or liability (collectively, “Claims”) arising out of or in connection with (a) Client’s performance hereunder, (b) Client’s breach of this agreement, (c) infringement of intellectual or industrial property rights, including without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights, based upon the Services furnished by the Service Provider under this agreement or CryptoBotsPro use thereof. Client further agrees to indemnify and hold CryptoBotsPro harmless from and against any and all liabilities, costs, losses, damages and expenses (including reasonable attorney’s fees) associated with such claim or action. This indemnity obligation shall apply despite the sole, join, concurrent, or strict liability negligence, or intentional misconduct of CryptoBotsPro.

4.8. Non Endorsement. Client agrees not to allow CryptoBotsPro name or logo to be used as an endorsement of any product or service offered by Client or in connection with any promotional material whatsoever, without the express prior written consent of CryptoBotsPro.

4.9. Entire Agreement. This Agreement constitutes the entire agreement between Client and CryptoBotsPro, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter. This Agreement may be modified only in a mutually signed writing between Client and CryptoBotsPro.

4.10. Dispute Resolution and Governing Law. Any controversy or claim arising out of or relating to THE SOFTWARE AND/OR this agreement WILL be subject to arbitration administered by the American Arbitration Association under its commercial arbitration rules. The award and any findings OF THE ARBITRATOR must be filed within THIRTY (30) days of the final arbitration hearing. judgment on ANY award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing contained in this section will limit either party’s ability to seek INJUNCTIVE relief in any court. THE PARTIES WILL ARBITRATE DISPUTEs IN CONFIDENCE. THIS AGREEMENT will BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF Texas. the CHOICE OF LAW RULES OF ANY JURISDICTION AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.

4.11. Survival. Sections 2, 4, 5, 6 and 7 will survive the termination or expiration of this Agreement. The prevailing party in any litigation or arbitration proceeding is entitled to recover, from the other party, its reasonable attorneys’ fees and necessary costs incurred in such proceeding.

4.12. Terms in “Proposal for Service” are incorporated herein and made a part of this Agreement.

This Agreement is effective only upon execution by CryptoBotsPro and Customer. Each party hereto warrants and represents that this Agreement constitutes the legal, valid and binding obligation of such party as of the Effective Date.