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Funded Trader Agreement

This Funded Trader Agreement (this “Agreement”) between Payward Oceanic Ltd., a British Virgin Islands limited company (the “Company”), and the undersigned (“Funded Trader” or “you”), effective as of the last date appearing on the signature page hereto (the “Effective Date”).

Recitals

The Company is a proprietary trading company with speculative capital for the principal purpose of investing and trading in certain financial instruments as described in Annex A (as may be updated or amended by the Company from time to time, “Trading Interests”) pursuant to trading policies and procedures as detailed in Annex B (as may be updated or amended by the Company from time to time, the “Trading Rules”). The Company has established an account (the “Trading Account”) with one or more third-party brokers, market makers, exchanges or other providers of liquidity in cryptocurrency (collectively, “Liquidity Providers”) in the name of, and for the account and risk of, the Company for the purpose of investing and trading in Trading Interests.

The Company desires, subject to the terms and conditions contained herein, to appoint you as a Trading Advisor with respect to the trading of Trading Interests in the Trading Account or a sub-account thereof (such Trading Account or sub-account, as the case may be, the “Funded Account”) with a nominal account size (the “Nominal Account Size”) to be determined by the Company from time to time. As compensation for your services under this Agreement, the Company is willing to pay you a percentage (a “Performance Split”) of the capital gains generated in the Funded Account by virtue of your trading activity, as determined by the Company in accordance with this Agreement. For the avoidance of doubt, the Company may, in its sole discretion, (i) route some or all orders externally to Liquidity Providers (“A-Book”) or (ii) internalize those orders as book-entry, and treat them as simulated or hypothetical trades that do not reach the market (“B-Book”).

Agreement

In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Funded Trader.

a. Appointment of Funded Trader as Trading Advisor. The Company hereby appoints Funded Trader, and Funded Trader accepts such appointment, as the Company’s trading advisor solely with respect to the trading of Trading Interests in the Funded Account. Funded Trader will seek capital appreciation in the Funded Account by trading speculatively in Trading Interests in accordance with the Trading Rules and the other terms and conditions of this Agreement.

Funded Trader acknowledges that the Company may alternate between A-Book and B-Book orders at any time in the Company’s sole discretion. Funded Trader further acknowledges that in situations where an order is routed for B-Book treatment, the resulting execution and position are recorded as an internal record and the Funded Trader’s P&L is determined on a simulated or hypothetical basis. In such situations, no order is transmitted to a live market.

b. Independent Contractor. Funded Trader shall perform its duties and otherwise conduct its trading activity in the Funded Account as an independent contractor and not as an employee or agent of the Company. The parties hereto understand and acknowledge that this Agreement shall not create or imply any agency (other than as expressly provided by this Agreement), joint venture relationship or employment relationship between the Parties, and Funded Trader may not commit and or obligate the Company in any manner unless explicitly provided herein or as specifically authorized in writing by the Company.

2. The Funded Account.

a. Establishment of Funded Account. Upon execution of this Agreement, the Company will establish the Funded Account and promptly send to you, at the email address you provided, an email (the “Welcome Email”) setting forth the following information, all of which is incorporated herein by reference: (i) your Funded Account log-in and trading credentials (your “Funded Account Credentials”); (ii) the initial Nominal Account Size and (iii) your initial Performance Split.

b. Funded Trader’s Responsibilities with Respect to Funded Account and Funded Account Credentials. You agree to accept full responsibility for monitoring the Funded Account to ensure that trades have been executed correctly and to ensure that no unauthorized trading is occurring in the Funded Account. You may not give control over the Funded Account to any other person or entity, and you may not control the account of any other Funded Trader authorized by the Company. You shall maintain the confidentiality of your Funded Account Credentials and prevent the unauthorized use thereof at all times. If you become aware of any disclosure, loss, theft or unauthorized use of your Funded Account Credentials, you agree to notify the Company immediately and request new credentials.

c. Notional Funding. You acknowledge and agree that the Funded Account will be notionally funded such that the actual funds in the account (i.e., the equity in the Funded Account) may be less than the Nominal Account Size (i.e., the size of the Funded Account that establishes the initial account value and level of permitted trading). Notional funds are the difference between nominal account size and actual assets in the Funded Account. The use of notional funding does not change the trading level or the manner in which Funded Trader may execute transactions with respect to the Funded Account than if notional funding were not used.

3. Access to Breakout Terminal; Prohibited Trading; Access to Markets; Company Discretion Over Trading

a. Access to Breakout Terminal. You hereby represent, warrant and covenant that, at all times during the Term (as defined below) of this Agreement, you shall comply with the Trading Rules when accessing the Breakout Terminal. In addition, Funded Trader agrees that in utilizing the Breakout Terminal, Funded Trader will only use a computer system that meets or exceeds the following minimum requirements: (i) at least 8GB of RAM; and (ii) a stable and high-speed internet connection suitable for real-time trading activities. Funded Trader acknowledges that failure to comply with these requirements may adversely affect the functionality, performance, or reliability of the Breakout Terminal and the Company shall not be liable for any issues, delays, or losses arising from Funded Trader’s failure to meet these requirements.

b. Prohibited Trading. You agree that you shall not engage in any of the following activities (each, “Prohibited Trading”) in connection with the Funded Account or when accessing the Breakout Terminal:

  • i. using any trading or order-entry methodology that is expressly prohibited by a Liquidity Provider;
  • ii. exploiting errors or latency in the pricing of assets or positions reflected through the Breakout Terminal or on the platform of any Liquidity Provider;
  • iii. trading on the basis of any material non-public information;
  • iv. front-running;
  • v. trading in any way that, in the sole and absolute discretion of the Company, jeopardizes the relationship the Company has with a Liquidity Provider;
  • vi. trading in any way that, in the sole and absolute discretion of the Company, creates any regulatory issue for the Company or any Liquidity Provider;
  • vii. utilizing any third-party trading approach, off-the-shelf trading approach or one marketed to achieve capital appreciation in the Funded Account;
  • viii. using trading approaches that are difficult to execute or, in the sole judgment of the Company, come at a heightened risk when attempting to do so, including but not limited to, trades that would risk being auto-deleveraged due to margin requirements or trades resulting in large fluctuations in unrealized gains/losses; or
  • ix. executing trade ideas belonging to or inspired by any third-party, including but not limited to, copying other traders’ or analysts’ ideas or copying trading signals from any type of trading community, social media, research report or crowdsourced idea.

c. Access to Trading Markets. All references to the Company’s hours of trading are in Coordinated Universal Time (“UTC”) using a 24-hour format. Access to the market is typically available at all times – 24 hours a day, seven days a week (“Trading Hours”). However, the Company reserves the right to suspend or modify Trading Hours at any time and in such an event will inform Funded Trader in advance on a best-efforts basis of any changes during its operating hours. Trading Hours by contract type may vary.

d. Company Discretion over Trading. Company reserves the right to limit the number of open positions you may enter or maintain in the Funded Account at any time, and to modify in response to market conditions the drawdown levels at which trading in the Funded Account will be suspended or halted. The Company reserves the right to refuse to accept any order in the Funded Account. This discretion includes the right not to transmit any particular order to the market and to record and treat the order internally as a B-Book entry.

e. B-Book Orders and Execution. The Company may designate the Funded Account, or any subset of trades, as B-Book. Trades so designated are executed only as journal or book entries. Funded Trader understands and agrees that (i) no ownership of any underlying asset is conferred, (ii) fills and prices are determined by the Company in its discretion using reference market data, and (iii) B-Book treatment has no effect on the Performance Split formula except as expressly stated in this Agreement.

f. Company’s Independent Hedging Activity. In addition to the Company’s discretion to route orders as A-Book or B-Book described above, Funded Trader acknowledges and agrees that the Company may, in its sole and absolute discretion, independently hedge, partially hedge, or decline to hedge any exposure arising from or relating to Funded Trader’s trading activity in the Funded Account, solely for the Company’s own commercial and risk-management purposes and entirely independently of Funded Trader. Any such hedging or other proprietary transaction by the Company does not implement, mirror, or otherwise give effect to Funded Trader’s trade idea on Funded Trader’s behalf, and does not create, and shall not be construed to create, any agency, execution, brokerage, or other relationship between the Company and Funded Trader with respect thereto. Funded Trader further acknowledges and agrees that Funded Trader’s Performance Split and any other entitlement under this Agreement are calculated solely in accordance with the Trading Rules and the methodology otherwise expressly set forth in this Agreement, and are never calculated or otherwise determined by reference to the outcome of any hedge or other proprietary transaction actually undertaken (or not undertaken) by the Company. The Company’s proprietary trading decisions, including whether to hedge, partially hedge, or not hedge at all any such exposure, are made solely for the Company’s own account and have no bearing on, and create no right, claim, or entitlement in relation to, Funded Trader’s Performance Split or other entitlement hereunder.

4. Performance Splits and Withdrawals.

a. Performance Splits. The Company will pay Funded Trader the Performance Splits, as set forth in the Welcome Email. Subject to and excluding any difference or impact on execution prices, orders executed as either A-Book or B-Book will receive the same Performance Split.

b. Withdrawals. Withdrawal requests will be processed on demand pursuant to the procedures set forth in the Trading Rules. The first withdrawal request may be made immediately upon Funded Trader having accumulated at least $50 of capital appreciation, net the Company’s percentage of the Performance Split; provided, that Funded Trader does not have any open positions and has not incurred a Breach. Withdrawals will be paid out through the available payment options at the time of the withdrawal request, which may change from time to time.

5. Representations, Warranties, Acknowledgements and Agreements of Funded Trader.

a. Personal Information. The Personal Information (as defined below) specified by the Funded Trader in connection with this Agreement is complete and correct and accurately describes Funded Trader. Funded Trader is at least 18 years of age.

b. Natural Person Power and Capacity; No Conflicts. The execution, delivery and performance by Funded Trader of this Agreement are within Funded Trader’s legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency or official (except as has been previously obtained and is in full force and effect), and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which Funded Trader is a party or by which Funded Trader or any of his or her assets is bound.

c. Residence. Funded Trader is not and will not become, during the effectiveness of this Agreement, resident in any of the following jurisdictions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, Cuba, Democratic Republic of the Congo, Ethiopia, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Zimbabwe or the following regions of Ukraine: Crimea, Donetsk, and Luhansk.

d. Due Execution; Binding Agreement. This Agreement has been duly executed and delivered by Funded Trader. This Agreement constitutes the valid and binding agreement of Funded Trader, enforceable against Funded Trader in accordance with its terms.

e. No Reliance. Funded Trader is entering into this Agreement for its own account and not as agent or representative of any other person or in any other capacity; neither the Company nor any of its affiliates or agents is acting as a fiduciary to Funded Trader, and Funded Trader is not relying upon any representations except those expressly set forth herein.

f. No Advice; No Education. The Company does not provide any advice or make recommendations to make a specific investment, trade or to use any specific investment strategy, and does not provide any training or education, to Funded Trader. Therefore, the Company is not registered with nor regulated by any securities regulator. However, the investment advisory industry, which the Company is not admitting it is a part of, is subject to an extensive and highly-evolving regulatory landscape, and any changes to any laws and regulations could adversely impact the Company’s ability to offer, and your use of and access to the Funded Account and the Breakout Terminal. Therefore, the regulatory status of the Company in various jurisdictions under such jurisdictions applicable laws and regulations is unclear and, as a result, the Company may become subject to any number of such laws and regulations and related obligations thereunder that could adversely affect your ability to obtain capital appreciation in the Funded Account, and you acknowledge and agree that you will not hold the Company responsible for any adverse impact as a result of the Company being subject to such laws and regulations. Further, such regulatory changes could also impact your legal obligations with respect to the trading of Trading Interests in the Funded Account. In addition to existing laws and regulations, including but not limited to the laws and regulations mentioned in the last sentence, various governmental and regulatory bodies that, may now or at some point in the future, have the right to regulate you or any transactions contemplated by or related to your use of the Breakout Terminal in accordance with the terms and conditions of this Agreement, may adopt new laws and regulations. The Company is not responsible for any adverse impact of such existing or new laws or regulations on your use of and access to the Funded Account and the Breakout Terminal suffered by you as a result of such existing or new laws and regulations. You acknowledge and agree that you are solely responsible to determine and satisfy any of your regulatory obligations including, without limitation, the obligation to obtain all necessary licenses and permits required by applicable laws, regulators and other government authorities to be a Funded Trader, and the Company is not obligated to advise or assist you with satisfying such obligations or any conflicts resulting with compliance thereto that, in each case, may exist as of the date hereof or arise hereafter.

In connection with the Breakout Terminal, the Company may provide data, information, and content relevant to trading approaches and opportunities to execute trades. Any such data, information and content is for informational purposes only and the Company makes no representations or warranties to its accuracy. The Company does not encourage Funded Trader to take any action based upon any data, information or content provided by the Company, and you should not construe any such data, information or content as investment, financial, tax, legal, or any other kind of advice whatsoever.

g. No Representations by the Company. The Company does not make any representation, warranty or covenant that any data, information, or content appearing on the Company website or in Company materials, including information such as market data and news information provided by third parties, is accurate or complete. The Company has not been involved in the preparation or editing of third-party information and does not explicitly endorse or approve such information including, without limitation, invitations to engage in a trading evaluation similar to the Breakout Evaluation (as defined in the Breakout Evaluation Agreement, entered into by Funded Trader and Breakout Trading Group LLC, a Delaware limited liability company (“Breakout”), on a date prior to the date hereof), trade as Funded Trader, or trade or invest your personal capital on a brokerage, exchange or other trading platform or invest your personal capital with any person or entity for the purposes of such person or entity investing and/or trading such personal capital. You alone bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, or content for any purposes whatsoever. As such, you agree not to hold the Company, its owners, members, managers, executives, employees or affiliates, liable for or assert any claim for damages that may arise from any decision that you make based upon the use of any such data, information, or content appearing on the Company website or in Company materials. Hyperlinks to third-party data, information, content, materials or services purported to be provided by such third party such as Liquidity Providers may be provided by the Company as a convenience to you but such data, information, content, materials or indicated services are not controlled by us. You acknowledge and agree that the Company is not responsible for any aspect of the data, information, content, materials or services provided by such third parties that you access (i) directly by clicking through the related hyperlink or (ii) indirectly by referring to such hyperlink to access the website therein by any other manner except clicking through such hyperlink, or further data, information, content, materials or services purported to be provided by some other third party, contained in any third-party data, information, content or materials or on any third-party websites accessible or linked on the Company’s website or in the Company’s materials.

h. Limited Trading Advice. Funded Trader has not furnished, during the course of the preceding twelve months, and will not furnish, during the term of this Agreement, commodity trading advice to more than fifteen persons and does not, and will not, hold itself out generally to the public as a commodity trading advisor.

i. No Privity with Liquidity Providers. Funded Trader acknowledges that transactions with respect to the Funded Account will be executed exclusively through Liquidity Providers only through the Breakout Terminal, and be solely for the account and risk of the Company, and Funded Trader has no privity with any such Liquidity Provider to execute trades with respect to the Funded Account. Funded Trader acknowledges and agrees that it is not authorized to, and shall not, contact any such Liquidity Provider regarding any trade dispute or other issue relating to transactions with respect to the Funded Account or transactions with respect thereto. All such matters must be directed and promptly brought to the Company’s attention to resolve. Funded Trader further acknowledges that all A-Book transactions – if any – are executed exclusively for POL’s proprietary account and that Funded Trader holds no ownership or other beneficial interest in those positions

j. Non-disclosure. Funded Trader represents, warrants and agrees that it will not make any public statements on any form of social media or publicly accessible medium relating to the terms of this Agreement. However, for the avoidance of doubt, Funded Trader may freely disclose Funded Trader’s relationship with the Company or role as Funded Trader.

k. Latency, Slippage and use of Alternative Liquidity Providers. Latency and slippage arise from the amount of time it takes for trade orders to be routed to and executed on the live market by Liquidity Providers who provide the Company with market pricing and trade execution data. Latency and slippage may be caused by a number of factors, including but not necessarily limited to, the speed of Internet connectivity and order routing systems and procedures. In addition, latency and execution risk may also be increased in situations where Liquidity Providers typically used by the Company advise the Company that they are not prepared to accept orders based upon any number of factors, including but not limited to data signals, trading characteristics or prevailing market conditions. In such situations, the Company will route orders in its discretion to alternative liquidity providers (“Alternative Liquidity Provider”). Routing orders to Alternative Liquidity Providers may cause additional latency and slippage and adversely impact performance. Funded Trader acknowledges that the Company operates at arm’s length with Liquidity Providers as well as Alternative Liquidity Providers, and that data provided by Liquidity Providers and Alternative Liquidity Providers is not reviewed, changed, supplemented, or otherwise modified by the Company before becoming accessible by Funded Trader on the Breakout Terminal. Funded Trader acknowledges and understands that:

  • i. Orders entered by Funded Trader may be subject to latency, which may result in slippage that may adversely impact trading performance;
  • ii. Slippage may adversely impact or result in less favorable price execution;
  • iii. Use of and the routing of orders to an Alternative Liquidity Provider may result in delayed execution which may adversely impact the otherwise best available execution terms, and consequently adversely impact performance;
  • iv. Use of and the routing of orders to an Alternative Liquidity Provider may be adversely impacted by liquidity depth, reduced execution speed, and the overall ability to secure the most favorable pricing; and
  • v. Use of and the routing of orders to an Alternative Liquidity Provider may result in partial fills, multiple fills at different prices or delays in execution which may adversely impact performance.

l. Proprietary Account; No Beneficial Interest. You acknowledge that the Funded Account is a proprietary account of the Company. All A-Book transactions, if any, are carried out exclusively by the Company for its own principal account and at its sole discretion. You do not own any trading account or position and hold no beneficial or proprietary interest in the Company’s accounts, assets or trades.

m. Achieving Capital Appreciation is Difficult and Risky. You acknowledge that achieving a capital appreciation in the Funded Account by trading speculatively in Trading Interests is difficult and that the results that you may achieve are subject to significant risks, some of such risks may depend on your skill in trading and others may be out of your control. Examples of the risks that you acknowledge may be out of your control and you agree not to hold the Company responsible for any adverse impacts related thereto, are: the price and liquidity (which includes the trading volume and other trading-related activities) of cryptographic tokens, digital currencies, cryptocurrencies or virtual currencies, or other digital assets that (i) digitally represent value based on (or built on top of) a cryptographic protocol or network of a computer system and (ii) is available to trade on the Breakout Terminal (“Digital Assets”), for which you will be able to trade on the Breakout Terminal, have historically been subject to significant volatility and uncertainty that depends on a number of factors, including but not limited to market conditions, sentiment, changes in liquidity, Forks (as defined below), the activities of other market participants, general economic environment, public perception, technical and technological constraints, regulation, and government activities. Therefore, there is no assurance that any Digital Asset that is available to trade on the Breakout Terminal will maintain its value or that there will be meaningful levels of liquidity: the price of Digital Assets can change rapidly, decrease substantially and potentially even fall to zero, and the lack of liquidity associated with a Digital Asset could lead to slippage separate and apart from the slippage resulting from latency of Liquidity Providers described above, wider spreads or difficulty executing trades at desired levels which will in turn impact your ability to achieve such capital appreciation and could otherwise cause a Breach (as defined below). Past performance is not necessarily indicative of future results and there can be no assurance that any prediction of market prices or trends will be correct. In addition, leverage can work for you as well as against you and may magnify the impact of adverse market conditions, which potentially may lead to significant losses that could, together with other factors, result in a Breach.

n. Treatment of Trade Ideas. When you submit a trade idea, the Company may, in its absolute discretion, either (i) record the idea as B-Book internal, administrative book entry and calculate a hypothetical result without routing any order externally, or (ii) accept the idea for the Company’s proprietary book and route the transaction as an A-Book order to a market maker or exchange. You have no control over, or visibility into, the execution method the Company selects.

o. Operational and Technological Risks. Your ability to achieve capital appreciation in the Funded Account is subject to operating and technological risks including, the potential failure of the hardware, software or internet connectivity on or through which the Breakout Terminal operates. You acknowledge and agree that the Company is not responsible for any such failure or any delays or disruptions that may occur when you engage in trading on the Breakout Terminal. Although the Company’s third-party service and systems providers employ backup systems and contingency plans to minimize the possibility and impact of such failures, delays or disruptions, there can be no assurance that such failures, delays or disruptions will not occur or, if they do occur, will not result in a Breach. You agree to bear the full risk of any such failure, delay or disruption including any that occurs as a result of any software or hardware update of the Breakout Terminal or any third-party platform used to deliver the Funded Account – whether made on schedule or delayed.

p. Incentives from Liquidity Providers. The Company may receive certain financial incentives for directing certain Funded Trader ideas to Liquidity Providers. Any such revenue is excluded from the P&L and excluded from the Performance Split.

q. Risks Specific to Digital Assets. You acknowledge the following risks specific to Digital Assets and agree that the Company is not responsible for such risks nor liable for any loss of value in the Digital Assets you hold in the Funded Account for such risks having occurred or occurring:

  • i. “Forks” means changes in the operating rules of the underlying protocol or network of a Digital Asset that result in (A) more than one version of that Digital Asset or (B) material changes in the value, function or name of that Digital Asset. The Company has the sole discretion to, first, temporarily suspend trading of existing and new Digital Assets associated with a Fork, and, then, not support the existing and new Digital Asset for trading in the Breakout Terminal. You acknowledge and agree, in the Company’s sole discretion and subject to applicable laws, the Company may obtain and retain the Digital Assets offered by a Fork that is not supported in the Breakout Terminal as property belonging solely to the Company.
  • ii. “51% Attack” means a single entity or group of entities obtains control of more than 50% of a Digital Asset’s protocol or network’s mining (for Proof-of-Work protocols) or ownership of the outstanding supply of tokens for a specific Digital Asset (for Proof-of-Stake protocols) thereby enabling such entity or group to manipulate the protocol in a manner that can result in a number of circumstances that would be adverse to the value of such Digital Asset including but not limited to: “double spend” whereby such entity or group can reverse the sale of a token comprising a Digital Asset and then sell such token again thereby doubling the economic value of such token to the benefit of the seller but at the detriment of the first buyer; prevent new transactions to occur thereby eliminating liquidity for the holder of a Digital Asset; and reorganize or rewrite the protocol underlying such Digital Asset thereby compromising, effectively, the history of transactions on such protocol.

r. You acknowledge and agree that the Company has sole discretion to either respond to above risks in the manner(s) provided above or in any other manner whatsoever.

s. Conflicts of Interest. The Company may receive financial incentives from liquidity providers regardless of whether a Funded Trader’s ideas are profitable. Therefore, there may be a conflict of interest between the Company and a Funded Trader. You should carefully consider these conflicts before participating in the program.

t. Further Liquidity Provider Risks. You acknowledge and agree that the Company may account for the resulting loss of value of Digital Assets held in the Funded Account upon manifestation of any of the following circumstances in its determination of the Performance Splits or other fees to be provided by the Company to Funded Trader in accordance with the terms and conditions hereof:

  • i. A market maker or other provider of liquidity, acting in the capacity of a Liquidity Provider hereunder, is not able to settle the purchase or sale of a Digital Asset at the previously agreed upon price thereby affecting the trade execution price of such Digital Asset at the detriment of Funded Trader.
  • ii. A third-party broker, acting in the capacity of a Liquidity Provider hereunder, is not able to complete the sale or purchase of a Digital Asset upon the previously agreed upon terms with a specific counterparty thereby affecting the trade execution price of such Digital Asset at the detriment of Funded Trader.
  • iii. An exchange, acting in the capacity of a Liquidity Provider hereunder, collapses thereby jeopardizing the return of the Company’s capital that is attributed to a Funded Trader’s particular Funded Account thereby affecting the amount of capital that such Funded Trader has access to trade within its Funded Account while will in turn affect such Funded Trader’s ability to achieve capital appreciation.

u. Certain Events Leading to Loss of Value. You acknowledge and agree that the Company may account for the resulting loss of value of Digital Assets held in the Funded Account due to (i) protocol-level failures caused by bugs, maintenance, upgrades or general failure, (ii) your acts or omissions, (iii) acts or omissions of any third party service provider of the Company including Liquidity Providers, (iv) a force majeure event as defined under Section 13 below, (v) acts by a hacker or other malicious actor, or (vi) any other acts or omissions reasonably attributable to the Company that are outside of the Company’s control and are not already contemplated under this Section 5(u), in the Company’s determination of the Performance Splits or other fees to be provided by the Company to Funded Trader in accordance with the terms and conditions hereof.

v. FDIC and SIPC. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

w. No Assurance of Results. All of the foregoing factors as well as others may adversely impact your ability to perform well as Funded Trader. Accordingly, there can be no assurance that you will successfully achieve any capital gains or be entitled to any Withdrawal. Moreover, should you experience a Breach, this Agreement may be terminated by the Company without any prior notice and, upon any such termination, Funded Trader’s authorization to trade with respect to the Funded Account will be terminated, and Performance Splits and any other fees paid will be forfeited. Following any such termination, you will only be eligible to enter into a new Funded Trading Agreement by purchasing a new Breakout Evaluation from Breakout and achieving a Passing Evaluation (as these terms are defined in the agreement effecting such purchase).

x. Funded Trader-Generated Content. By submitting, uploading, publishing, transmitting or otherwise making available any content, data, information, communication or material (collectively, “Funded Trader Content”) through, on or in connection with the Breakout Terminal, you acknowledge, represent, warrant and covenant that (i) you are solely responsible for all such Funded Trader Content that you create, generate, submit or share, (ii) any Funded Trader Content is truthful, accurate and complete and created, generated, submitted or shared, as applicable, in good faith, and (iii) the Company and the other Related Parties (as defined below), jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the Funded Trader Content or any other information created, generated, submitted or shared in connection therewith by you on the Breakout Terminal.

y. Termination. Pursuant to Sections 2(b) and 3 above, you agree (i) not to engage in any Prohibited Trading in connection with executing trades through or otherwise accessing the Breakout Terminal, and (ii) to use the Breakout Terminal solely in accordance with the Trading Rules and the other terms and conditions hereof. You acknowledge and further agree that the Company has the sole discretion to determine what activities constitute Prohibited Trading. You further acknowledge and agree that, in addition to the circumstances contemplated under Section 6(b) and (c) below, the Company has the sole and absolute discretion to immediately terminate access to the Breakout Terminal and your Funded Account and that you will not be entitled to any Performance Splits or other fees, or be permitted to conduct the Withdrawals contemplated under Section 4(b) above.

z. FAQs. You represent and warrant that you have fully and carefully reviewed, read and understand the FAQs set forth on the following Breakout webpage: https://intercom.help/breakoutprop/en/.

6. Term and Termination.

a. Term. The term of this Agreement (the “Term”) will begin upon the Effective Date and continue until termination pursuant to Section 6(b) or (c) below.

b. Termination upon Breach. If the Company determines at any time, in its sole and absolute discretion, that Funded Trader has engaged in any Prohibited Trading or violated the Trading Rules (a “Breach”), this Agreement may be terminated by the Company without any prior notice. Upon any such termination, Funded Trader’s authorization to trade with respect to the Funded Account will be terminated, and Performance Splits and any other fees paid will be forfeited.

c. Termination by Company. The Company reserves the right to terminate your access to the Breakout Terminal in its sole and absolute discretion and without prior notice. You acknowledge the Company’s decision to terminate your access to the Breakout Terminal may be based on confidential criteria that is essential to the Company’s risk management and security protocols. You agree that the Company is not obligated to disclose such confidential information as such disclosure may result in the disclosure of details related to the Company’s risk management or security procedures that could compromise the viable operations of the Company.

d. Suspension. Your access to the Trading Account shall be suspended if you do not enter any transactions with respect to the Trading Account for a period of 90 consecutive calendar days. Upon any such suspension, you will not have any access to the Breakout Terminal unless and until you request that your access be re-activated by contacting the Company at [email protected].

7. Data Security and Accountability.

a. Data Processing and Consent. You agree to provide the Company with the following personal information (“Personal Information”) and consent to its processing and use for internal and external business purposes and for marketing and promotional purposes: your name; your email address; your physical address; the trading data generated through your trading through the Breakout Terminal, including orders, positions, volume, instruments traded, dates, profit and loss information, commissions, balances and equity (collectively, “Personal Trading Data”); your internet protocol address; your date of birth; the official documents required to complete “know your customer” checks; cryptocurrency payment addresses; and optional information including social media handles (e.g., Twitter, TikTok and YouTube). Funded Trader acknowledges and agrees that all Personal Trading Data shall be deemed to be the sole property of the Company. Without limiting the generality of the foregoing, Funded Trader expressly consents to the Company’s right to sell, license, or otherwise provide access to the Personal Trading Data to third parties and waives any and all claims against the Company, including claims of intellectual property infringement, related to the Company’s use, reproduction, distribution, and commercialization of the Personal Trading Data. The Company agrees that, to the extent required by law, it will anonymize any Personal Trading Data before selling or sharing such data with third parties, ensuring that individual Funded Traders cannot be identified based on the Personal Trading Data.

b. KYC and AML. The Personal Information is the minimum required for the operation by the Company in a manner compliant with “know-your-customer” and anti-money laundering requirements in the jurisdictions in which the Company operates. The Personal Information that you are required to provide may be expanded in the future, subject to notice. The Company operates in a General Data Protection Regulation, as amended (“GDPR”), compliant manner.

c. Your Rights with Respect to Personal Data. The Company may comply with requests to delete or erase Funded Trader’s Personal Information (other than Personal Trading Data, except to the extent such Personal Trading Data contains Personal Information that may include but not be limited to Funded Trader’s name, email address and physical address and must be deleted upon such request in accordance with applicable laws) by performing such actions that may be permitted under applicable laws in order to remove specific data (e.g., deidentifying data; aggregating date; deleting data with the exception of archived or back-up systems, if such exceptions(s) are permitted under the applicable laws) by contacting the Company at [email protected]. You acknowledge and agree that exercising these rights may result in the termination of this Agreement and your access to the Breakout Terminal.

d. Data Security Measures. The Company takes data security extremely seriously. All your Funded Account Credentials are encrypted and not accessible. In addition, the Company employs administrative tiering to implement the principles of least access. Other than as described herein, the Company does not collect sensitive personally identifiable information or financial data.

e. Data Sharing and Transfers. The Company does not currently market, sell, or transfer data external to the European Economic Area (“EEA”) except the Company may provide Breakout with access to the Personal Information of Funded Traders so long as such access would not result in the Company’s non-compliance with GDPR.

f. Data Retention and Deletion. As many of the Company’s metrics are on a lifetime basis, data for active Funded Traders is not deleted except upon request in accordance with the terms and conditions herein. After a period of five (5) years of inactivity, Funded Trader’s profile will be deleted (though this may occur before this period pursuant to this Agreement). Operational data maintained beyond this period is anonymized and used for performance tracking only.

g. Compliance and Accountability. The Company is committed to GDPR compliance and accountability. This includes appointing a “Data Protection Officer”, if required, conducting data protection impact assessments where applicable, and cooperating with data protection authorities.

8. Limited License.

a. Grant of License. Subject to the terms hereof and your continuing compliance with this Agreement, the Company hereby grants you, and you hereby accept from the Company, limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, and royalty-free license during the Term to use the Breakout Terminal for its intended purposes described in this Agreement. You are expressly prohibited from and agree and covenant not to scrape, frame, hack, reverse engineer, crawl or aggregate any platform or website compromising the Trading Environment (as defined below), whether in whole or in part, for any purposes whatsoever.

b. Restrictions on Use. You acknowledge and agree that your limited use of the Breakout Terminal does not entitle you to any license or Intellectual Property Rights (as defined below) to any technology, intellectual property, copyrights, trademarks, or trade secrets of the Company or any third-party. You acknowledge and agree that your use of the Breakout Terminal is limited by the terms and conditions of this Agreement, and you expressly agree that you will not use the Breakout Terminal in any manner that is not expressly authorized under the terms of this Agreement. The Company reserves all of its rights not expressly granted through this Agreement. As used herein, “Intellectual Property Rights” means, on a worldwide basis, any and all: (i) rights associated with works of authorship, including copyrights, moral rights, and mask-works; (ii) trademarks, service marks, trade names, trade dress, symbols, logos, designs, and other source identifiers; (iii) trade secret rights; (iv) patents, designs, algorithms, and other industrial property rights; (v) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license, or otherwise; and (vi) registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

c. License Revocable. This license is revocable by the Company at any time without prior notice.

9. Disclaimer of Warranties; Assumption of Costs; Limitation of Liability.

a. Trading Environment Provided on “As-Is” Basis. Funded Trader acknowledges and agrees that the Breakout Terminal and any other technology or any Liquidity Provider or other trading platform (together, the “Trading Environment”) utilized by the Company, whether developed or maintained by it or a third party, is provided on an “as-is” basis and “with all faults”, to the maximum extent permitted by applicable law.

b. Disclaimer of Warranties. The Company, including its affiliates, subsidiaries, licensors, subcontractors, distributors, services partners, white label partners, agents and marketing partners and each of their respective employees, directors and officers (collectively, “Related Parties”, and each, a “Related Party”), wherever permitted by law, disclaim all representations, warranties and conditions of any kind, express or implied, regarding the Trading Environment, or otherwise relating to this Agreement, including warranties and conditions of fitness for a particular purpose, merchantability, merchantable quality, non-infringement and accuracy and non-interference. Neither the Company, nor any other Related Party warrants that (i) the Trading Environment is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations, (ii) the Trading Environment will meet your requirements, (iii) the results that may be obtained from the use of the Trading Environment will be accurate or reliable, or (iv) any errors in the Trading Environment will be corrected. The Company and the other Related Parties, jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the forms, data, reports, results or other information obtained, generated or otherwise received by you from accessing or using the Trading Environment or otherwise relating to this Agreement. Your use of the Trading Environment is entirely at your own risk and neither the Company nor any other Related Party shall have any liability or responsibility therefrom.

c. Assumption of Costs. You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of the Company’s gross negligence or willful misconduct.

d. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY (I) CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO (A) DATA, INFORMATION OR CONTENT APPEARING ON THE COMPANY’S WEBSITE OR (B) DATA, INFORMATION, CONTENT OR SERVICES PURPORTED TO BE PROVIDED BY A THIRD PARTY ON EITHER A THIRD PARTY’S WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE COMPANY’S WEBSITE OR ANOTHER THIRD PARTY WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE FIRST MENTIONED THIRD PARTY WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE COMPANY’S WEBSITE, AND YOUR USE OF OR ACCESS TO THE BREAKOUT TERMINAL OR ANY OF THE AFOREMENTIONED WEBSITES; (II) COMPENSATORY, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND; (III) LOST PROFITS, LOST SAVINGS, LOST ASSETS, LOST EARNINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF DATA OR TECHNOLOGY, OR INTERRUPTION OR LOSS OF USE OF SERVICE IN CONNECTION WITH THIS AGREEMENT; OR (IV) COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS OR DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE BREAKOUT TERMINAL OR ANY OF THE AFOREMENTIONED WEBSITES OR DOWNTIME IN CONNECTION WITH THIS AGREEMENT (EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE), REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT. YOU ACKNOWLEDGE THAT YOUR USE OF THE BREAKOUT TERMINAL AND THE MATERIALS CONTEMPLATED UNDER (I)(A) AND (B) ABOVE RELATED TO ONE OF THE WEBSITES CONTEMPLATED THEREUNDER IS AT YOUR SOLE RISK AND THAT THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) WILL NOT EXCEED THE AMOUNT OF ANY CAPITAL GAINS OR PERFORMANCE SPLITS GENERATED BY YOU IN THE FUNDED ACCOUNT. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN SIX (6) MONTHS AFTER SUCH ACTION HAS ACCRUED.

10. CLASS ACTION WAIVER.

YOU AND THE COMPANY AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH SECTION 17 AND NOT ON A CLASS, REPRESENTATIVE OR COLLECTIVE BASIS OR AS PART OF A MASS ACTION (INCLUDING AS A MASS ARBITRATION), AND YOU HEREBY WAIVE ALL RIGHTS TO BRING OR PARTICIPATE IN SUCH ACTIONS IN COURT OR THROUGH ARBITRATION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION 10 DOES PREVENT YOU OR THE COMPANY FROM PARTICIPATING IN A CLASS-WIDE SETTLEMENT OF CLAIMS.

11. Indemnification.

Funded Trader hereby agrees to indemnify and hold harmless the Company and its officers, directors, employees, corporate affiliates, white label users and representatives (each, an “Indemnified Party”) from any and all claims, losses, damages, liabilities, expenses (including attorneys’ fees) and costs arising out of or related to your use of the Breakout Terminal, including, without limitation, in connection with your creation, generation, submission or sharing of the Funded Trader Content, or the Company website; your violation of any term or condition of this Agreement; your violation of the rights of third parties, including Intellectual Property Rights or other personal or proprietary rights; and your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. Without limiting the foregoing, this indemnity shall apply to all allegations of wrongdoing including allegations of illegal use of material nonpublic information, all violations of the Trading Rules and any activity by Funded Trader requiring corrective action by the Company. Your obligation does not include any duty to defend the Company. The Company shall retain the exclusive right to control its defense, including its choice of counsel and the decision to litigate or settle any claim subject to indemnification, provided that such defense shall be at your expense.

12. Intellectual Property and Confidentiality.

The Company (or, to the extent applicable, its third party licensors) shall own all Intellectual Property Rights in and to all Material (as defined below) that Company or you, including, without limitation, the Funded Trader Content, creates, furnishes, or makes available in connection with this Agreement, and all modifications, enhancements, and derivative works thereof (collectively, “Company Material”), which shall be deemed confidential information of Company. Funded Trader shall cease all use of Company Material upon the expiration or termination of this Agreement for any reason, or as otherwise directed by Company. Funded Trader will not copy, modify, de-compile, reverse engineer, or make derivative works of the Company Material or share, disseminate or otherwise provide to any other person or entity other than the Company. As used herein, “Material” means all systems, software (including source code and object code), programs, scripts, technology, documentation, reports, notes, tools, methods, business methods, processes, procedures, interfaces, workflows, inventions, forms, data, data formats, data compilations, program listings, programming tools, program names, designs, models, specifications, design documents and analyses, drawings, videos, test results, research, business models, business rules, business logic, work and process flows, system architecture plans, works of authorship, and similar material created, furnished, or made available in connection with this Agreement.

13. Force Majeure.

The Company shall not be liable to Funded Trader for any claims, losses, damages, costs or expenses, including attorneys’ fees, caused, directly or indirectly, by any events, actions or omissions, including, without limitation, claims, losses, damages, costs or expenses, including attorneys’ fees, resulting from civil unrest, war, insurrection, international intervention, governmental shutdown or action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, pandemics or large-scale health events, Forks, 51% Attack, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to the Company, Funded Trader, any Liquidity Provider or other trading platform or third-party service provider.

14. Set-Off.

Any amount payable by Funded Trader to the Company or any Indemnified Party upon a Breach, the Company’s terms of use as provided on the Company’s website or with respect to any indemnification (including the amount of any pending or final arbitration, litigation or process to resolve a conflict or complaint, unsecured debit and any unpaid expense between Funded Trader and the Company) will, at the option of the Company (without prior notice to Funded Trader), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Company to Funded Trader (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of incurring the obligation). To the extent that any amounts are so set off, those Other Amounts will be discharged promptly and the Company will give notice to Funded Trader of any set-off effected under this Section 14.

15. Assignment.

You are expressly prohibited from assigning your rights and obligations under this Agreement. The Company reserves the right to assign its rights and duties under this Agreement, including in connection with a sale or transfer of all or a portion of the Company or its assets.

16. Notices.

Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered, sent postage prepaid by certified or registered mail, return receipt requested, or emailed to the respective parties as set forth below, or to such other physical address as either party may notify the other in writing:

If to the Company: Payward Oceanic Ltd., British Trinity Chambers, P.O. Box 4301 SHRM Trustees (BVI) Limited [email protected]

If to Funded Trader: At the physical address provided pursuant to Section 7(a) above.

17. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands without regard to its conflicts of law principles. The venue for any proceedings arising out of or relating to this Agreement shall be in Miami-Dade County, Florida. The prevailing party in any litigation arising out of or relating to this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs.

18. Survival.

The representations, warranties and covenants made by you under this Agreement will survive the termination of this Agreement, including, your obligations to indemnify the Company.

19. Amendment and Waiver.

The Company reserves the right to replace, modify or amend this Agreement (including the Trading Rules) at any time without prior notice and within its sole and absolute discretion effective upon electronic, written or oral notice to you. You agree that your continued use of the Breakout Terminal to enter trading signals in the Funded Account after such notice shall be deemed to constitute your acceptance thereof. No term or condition of this Agreement or a Breach will be deemed to have been waived or consented to unless such waiver is in writing and signed by the party to be charged. Failure or delay by either party to exercise any right or power under this Agreement or to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. A waiver of a Breach will not constitute a waiver of any other Breach.

20. Miscellaneous.

The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed at law or in equity. Resort to one form of remedy shall not constitute a waiver of alternate remedies. The word “including” (and its derivative forms such as “include” and “includes”), whether or not capitalized, means “including without limitation.” Article and section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement. This Agreement, and any modifications or amendments thereto, may be executed in several counterparts and by scanned, digital or electronic signature, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same agreement between the parties with the same effect as if all the signatures were upon the same instrument. A scanned, digital or electronic signature shall be as legally effective as an original signature.

21. Severability.

In the event that any term or condition of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining terms and conditions of this Agreement will remain in full force and effect.

22. Entire Agreement.

This Agreement and any documents attached hereto or incorporated herein by reference contains the entire agreement between the Company and Funded Trader regarding the subject matter hereof and supersedes all prior understandings, agreements, or representations between the Company and Funded Trader, whether written or oral.

ANNEX A — Trading Interests

The complete and current, as of any given date, list of financial instruments that Funded Trader may trade through the Breakout Terminal in accordance with the terms and conditions of the Agreement between the Company and Funded Trader, can be found at https://www.breakoutprop.com/symbols/ on the Company’s website. All capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in that Agreement.

 

ANNEX B — Trading Rules

The following are trading policies and procedures that govern the relationship between Payward Oceanic Ltd., a British Virgin Islands limited company (the “Company”), and a counterparty to the Agreement (as defined below) (the “Funded Trader”), to a particular Funded Trader Agreement by and between the Company and the Funded Trader (the “Agreement”), as of the Effective Date, as described therein. All capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Agreement.

Drawdown Limits:

If the value of the Funded Account reaches or exceeds either the applicable Maximum Daily Loss Limit (as defined below) or the applicable Maximum Drawdown Limit (as defined below) at any point, on any given day, for any amount of time, in which the Funded Trader may trade through the Breakout Terminal pursuant to the Agreement, the Funded Trader will be in Breach.

“Maximum Daily Loss Limit” is equal to the percentage difference between the Funded Account Balance and the Funded Account Equity (as each term is described below). “Funded Account Balance” means the balance of the Funded Account, not including any open positions at 00:30 UTC on any given day that the Funded Trader may trade through the Breakout Terminal pursuant to the Agreement (and this balance and any balance hereinafter referred to as being calculated at 00:30 UTC, updates as of this time on any given day that the Funded Trader may trade through the Breakout Terminal). “Funded Account Equity” means the balance of the Funded Account including any open positions at any point within 24 hours of calculating the Funded Account Balance as of 00:30 UTC on any given day that the Funded Trader may trade through the Breakout Terminal pursuant to the Agreement. Both the Funded Account Balance and the Funded Account Equity are available to the Funded Trader at such Funded Trader’s Breakout Terminal. The Maximum Daily Loss Limit for 1-Step Trading (excluding Spark) is 3%; Spark has no Maximum Daily Loss Limit.

“Maximum Drawdown Limit” means, for Spark 1 Step Accounts, a decrease of the applicable Drawdown (as defined below) from the Highest Account Balance (as defined below) and, for 1-Step Trading (excluding Spark), a decrease of the applicable Drawdown from the Initial Funded Account Balance (as defined below). “Highest Account Balance” means the highest balance that your Funded Account, including payments described under the “Payments to Funded Trader” section below but not including any open positions, has reached on any given day that the Funded Trader may trade through the Breakout Terminal pursuant to the Agreement. “Drawdown” means the balance representing a decrease from the Initial Funded Account. “Initial Funded Account Balance” means the balance of the Funded Account immediately upon opening the Funded Account.

Trading and Swap Fees:

The Company’s trading fee to place a buy or sell order is based on a per instrument basis and can be found here: https://www.breakoutprop.com/symbols/.

If the Funded Trader has an open swap position at 00:00 UTC on any given day that the Funded Trader may trade through the Breakout Terminal pursuant to the Agreement, a daily swap fee (amount can be found here: https://www.breakoutprop.com/symbols/) per open swap position will be deducted from the balance of the Funded Account at 00:25 UTC.

Funded Trader Trading through Multiple Funded Accounts: The maximum aggregate amount across multiple Funded Accounts for one (1) Funded Trader is $200,000. The Funded Trader may hold open positions or execute trades simultaneously across Funded Accounts.

Leverage Limits: These limits can be observed in the program rules (https://www.breakoutprop.com/program-rules/). Available leverage is auto-applied and may be subject to change.

Open Position Size Limits: The maximum open position size for any Digital Asset is available here: https://www.breakoutprop.com/symbols/.

Limit Orders: Unfilled or partly filled limit orders may occur as a result of the spread (difference between the bid and the ask prices), price movements near the limit price, and/or insufficient liquidity at the limit order purchase or sale price for a particular Digital Asset.

Hedging: The Funded Trader may hedge open positions within a single Account (Evaluation or Funded). Traders may not hedge across separate Evaluations or Funded Accounts as per the Program Rules.

Payments to Funded Trader: Withdrawals by the Funded Trader follow a two-part process:

  1. The Funded Trader submits a request for Withdrawal for a specified amount (of at least $50 after accounting for the Company’s percentage of the Performance Split) and the Company confirms the Funded Trader (i) has no open positions and (ii) has not incurred a Breach. The amount of such Withdrawal will be immediately deducted from the balance of the Funded Account but the Funded Trader will be able to continue trading capital in the Funded Account.
  2. Once the Company approves such Withdrawal, the Breakout Terminal will request the Funded Trader to provide its USDC ERC-20 network address.

Performance Splits and other fees are paid by the Company to the Funded Trader in USDC using the ERC-20 network.

Tax Obligations on Payments to Funded Trader: If the Funded Trader receives USDC from the Company as contemplated in the “Payments to Funded Trader” section above, the Funded Trader is solely responsible for any and all applicable taxes, related fees and penalties, and reporting obligations under the laws that apply to the Funded Trader.

Custody of Trading Funds: The Company does not custody, maintain, hold or trade capital in the Funded Account. The Company will never ask or require the Funded Trader to deposit capital in the Funded Account for any purposes whatsoever.

VPN Usage: The Company permits Funded Traders to use virtual private networks (“VPNs”); provided, that the Funded Trader does not use such VPN to attempt to conceal or misrepresent the jurisdiction in which the Funded Trader is operating from, or evade the applicable laws and regulations provided for in the Agreement or the other terms and conditions of the Agreement.

KYC Rejection: If the Funded Trader has reason to believe that its KYC by the Company’s highly reputable, third-party KYC provider, Sumsub, was rejected due to an error, the Funded Trader can contact the Company via email at [email protected]. SumSub’s KYC check requires the Funded Trader to provide (i) one of the following forms of identification: passport, national identity card, residence permit or green card, military identification, driver’s license, or other form of country- or state-issued identification, in each case, that includes the Funded Trader’s picture, (ii) a selfie of the Funded Trader’s face matching the identification provided under (i) and (iii) proof of residence that matches the Funded Trader’s identification provided under (i).

Resolving Account Trading Restrictions: If the Funded Trader receives the “Trading is disabled, please contact your account manager” error message when trying to trade on the Breakout Terminal, it may mean the trader must resolve either KYC or signing this Funded Trader Agreement. Once these two actions are resolved (which can take up to 24 hours), the account will be activated. If these steps are completed but it has been longer than 24 hours, please contact [email protected].

If this is not the case, the account may be terminated and at the end of its journey. means the Funded Account is under review by the Company. This review process can take up to 24 hours. No action is required by the Funded Trader during this time.

Trading Book: The Company will keep a digital record of all orders placed by Funded Traders through the Funded Accounts on the Gold-i Trading Technology platform.

ANNEX C — Kraken Funded Users

The following are program policies and procedures that govern the relationship between Payward Oceanic Ltd., a British Virgin Islands limited company (the “Company”), and a Funded Trader that has onboarded through the Kraken Funded (Consumer Prop) interface (a “Kraken Funded User”), in respect of the Funded Trader Agreement by and between the Company and such Funded Trader (the “Agreement”), effective as of the date the Agreement has been entered into through the Kraken Funded interface. All capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Agreement.

All provisions of the Agreement, including Annex A and Annex B, apply to Kraken Prop Users, except the following which are distinct for Kraken Prop Users.

Section 1 – Kraken Funded Users

Kraken Funded uses the same Funded Account balances, Maximum Daily Loss Limits, Maximum Drawdown Limits, Leverage Limits as set out in Annex B. Prices quoted to Kraken Funded Users include a spread between the bid price and the ask price. The Company applies a spread of 4 basis points (0.04%) to each side of the quoted price, in both the evaluation and the funded states. This spread is reflected in the price at which an order is filled rather than charged separately, and does not constitute a fee, commission or other charge for the purposes of clause (iv) above or otherwise. Quoted spreads may be wider at any time as a result of market conditions, volatility or available liquidity, and the Company may vary the spread applied in its sole and absolute discretion. This paragraph does not apply to Kraken Pro Prop Users or to any other Funded Trader.