1201 Orange Street, Suite 600, Wilmington, DE 19801

Ph: +1 (786) 530-8555 | Em: support@axiomstrategiccapital.com

TRANSACTION CODE: VPFXSSPAPROSPL

This Agreement is entered into this , by and between Axiom Strategic Capital, LLC represented by Brian Sellers, (“Seller”), located at 1201 Orange Street, Suite 600, Wilmington, DE 19801 and  , herein known as (“Buyer”). The foregoing entities shall be known and referred to collectively known herein as, the "Parties." Seller is a private services consultant, AND WHEREAS Buyer is interested in using those services for his or her benefit,

NOW, THEREFORE, IN CONSIDERATION of the retainer specified herein and the mutual Benefits, and obligations established in this Sales Agreement, the receipt and sufficiency of which consideration is acknowledged, the parties to this Sales Agreement agree as follows:

SALE OF GOODS.

A. The Seller will sell, install, and maintain for the Buyer, The Axiom V.P.F.X.S. Prime System on or within 30 calendar days from the receipt of Buyer’s ("Installment Payment"). The Axiom V.P.F.X.S. Prime System shall include:

• Axiom Algorithmic Prime Trading Software License (Lifetime license)
• Virtual Private Server
• Third-Party Tracking
• System Maintenance

B. The Buyer will accept The Axiom V.P.F.X.S. Prime System and pay for the goods with the sum of Twenty-Five Thousand Dollars ($25,000.00 USD) (“the Purchase Price”). The Purchase Price will be paid in cash as required in the Payment section herein.

C. The Buyer will make the Installment Payment for The Axiom V.P.F.X.S. Prime System in advance of the system’s installation upon Seller’s invoice to Buyer. Seller is under no obligation to perform any services nor render any goods to Buyer whatsoever until the Purchase Price has been paid to Seller in full.

D. Payment. The initial payment toward the Purchase Price will be made by Buyer to Seller with an Installment Payment totaling, USD. The remaining balance of the Purchase Price will be made to Buyer by Seller in a single or multiple payments until the total Purchase Price of Twenty-Five Thousand Dollars ($25,000.00 USD) has been paid. The total Purchase Price shall be paid by Buyer within 120 banking days of the Installment Payment, or at a date otherwise agreeable by the Parties and will be made in the following method:

• Wire Transfer (Instructions Sent via Email.)

1. PERFORMANCE CLAUSE. Seller agrees to indemnify Buyer from potential damages and risk as follows. If The Axiom V.P.F.X.S. Prime System is unable to perform and generate a profit after 30 trading days, Seller irrevocably agrees to refund Buyer a total of 100% of the Installment Payment or the full Purchase Price of Twenty-Five Thousand Dollars ($25,000.00 USD) if the Purchase Price has already been paid in full to satisfy Buyer and make Buyer whole.

2. NON_DISLCOSURE, NON COMPETE, NON CIRCUMVENT. Buyer understands and agrees that they will be provided confidential information about Seller’s business plans, authoring process, and infrastructure requirements. Confidential Information automatically includes, but is not limited to, Seller’s owned or licensed software and documentation, communications (written and voice), CDs, DVDs, business activities, systems, processes, methodologies, techniques, strategies, financial projections, accounting data, product/service development and design, performance related information, schematics, contract terms and pricing, client lists, supplier and vendor information, identity of and information relating to prospective or existing clients, suppliers and vendors and information relating to such party’s global network infrastructure and capabilities and business plans, whether or not marked as confidential or proprietary. During the term of this agreement and for five (5) years after it has ended, Buyer agrees to hold all Confidential Information of Seller in confidence and not disclose it to any party not covered under this Agreement. Furthermore, Buyer agrees not to Circumvent Seller to establish relationships with any of Seller’s business relationships or other vendors or attempt to compete with Seller in any way.

3. LIMITATION OF LIABILITY. Buyer understands and agrees that Seller and its affiliates will be acting under Buyer’s direction and request. Notwithstanding anything to the contrary herein, in no event shall Seller be responsible or liable, whether arising out of Seller’s performance of his duties and obligations hereunder, breach of any term or provision of this Agreement, acts or omissions on behalf of Buyer, negligence of Seller, or otherwise, for any damage(s), or any other losses, costs or expenses whatsoever which may be suffered by Buyer.

4. INDEMNIFICATION. Buyer hereby covenants and agrees to defend, indemnify, save and hold Seller, its agents, employees, assigns, and representatives in whatever capacity, free, clear and harmless from any and all liability, loss, costs, charges, penalties, obligations, expenses, attorneys' fees, and litigation costs in whatever form unless otherwise stated in the Limitation Of Liability clause. Buyer hereby agrees The Axiom V.P.F.X.S. Prime System is being sold “as is” to Buyer. Further, Buyer acknowledges and agrees that he/she is aware of the speculative nature of, and risk of loss inherent in, Forex transactions and warrants he/she is financially capable of engaging in such risk. Buyer further warrants to Seller that he/she has significant additional assets beyond the value of funds to be traded in the Forex transactions and is able to financially accept a partial or total loss of their capital otherwise Seller would not have engaged in this Agreement. Buyer further acknowledges and agrees that the software license being purchased may contain components or modules that have been developed by a third party. The Buyer agrees to indemnify, defend, and hold harmless the Seller and its affiliates from any and all claims, damages, expenses, or liabilities arising from any third-party claims related to the use or distribution of such components unless otherwise stated in Subsection 1: Performance Clause as described herein.

5. COMPLIANCE WITH LAWS. Buyer covenants and agrees to comply with all laws ordinances, regulations and lawful orders of duly constituted public authorities and jurisdictions.

6. ADVICE OF COUNSEL. Buyer represents and warrants that Seller has fully advised Buyer that Seller is not a licensed Certified Trade Advisor or holding any licenses with the SEC nor is Seller an accounting firm or a bank but a professional services agent. Buyer further represents and warrants that Seller has neither provided legal, investment or accounting advice nor made representations or statements to the contrary. Buyer further warrants and agrees hereby, that it accepts Seller’s specific representation that any and all communications, in whatever form, received by Buyer from Seller, do not in any way constitute legal counsel, investment, commodity trading, banking or accountancy advice of any kind.

7. NON-WAIVER. Any failure by the Seller or its agents to exercise any rights under this Agreement shall not constitute a waiver of the Seller's rights.

8. BINDING EFFECT. This Agreement shall be binding upon and for the benefit of the heirs, representatives, administrators, successors, assigns and legal representatives of all Parties hereto.

9. HEADINGS. Headings are inserted for the reading convenience of the Parties herein and are not to be considered when interpreting this Agreement.

10. OTHER UNDERSTANDINGS, AGREEMENTS, AND STATEMENTS.

• Buyer states that they intentionally sought out Seller, which is based in the State of Delaware, to perform the services identified herein and understands that the services rendered, may be performed by any principle, assistant, or affiliate working for or in association with Seller.

• Buyer understands that they will not discuss this Agreement or work described herein with anyone who is not his or her spouse, or anyone else not directly affiliated with Seller’s work for Buyer.

• Buyer warrants that he or she has not been counseled or advised to make any statement which is untrue or misleading.

11. GENERAL. Time is of the essence of this Agreement and each provision herein contained. This Agreement constitutes the entire Agreement between the Seller and Buyer, which may not be contradicted by any other agreement, whether written, verbal, or other. This Agreement shall not be extended, amended, modified, altered, or changed, except in writing.

Whenever used, words in singular form shall include the plural and the use of any gender specific words shall include all appropriate genders, where the context requires. Each and every term, covenant, and Agreement herein contained shall be deemed to be a condition thereof. The Seller would have not entered into this Agreement except in sole reliance that the Buyer shall perform each and every condition.

This Agreement will be governed by the laws of the United States and the state of Delaware, without reference to rules governing choice of laws. If any action relating to this Agreement is able to bypass arbitration herein, that action must be brought in the Federal or State courts located in Kent County, Delaware, where Buyer irrevocably consents to the jurisdiction of such courts.

Buyer hereby covenants that he or she is executing this Agreement both on behalf of himself/herself, individually, and the corporation involved. Buyer further covenants that he or she has the necessary corporate authority to enter into this Agreement on behalf of the corporation and has taken all necessary steps to make this Agreement binding on and enforceable against such party in accordance with its terms.

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Document name: THE AXIOM V.P.F.X.S. PRIME SYSTEM SALES E-AGREEMENT

Unique Document ID: 4e947212cc6878921ebcab2432e7e65d01f8ee21

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Timestamp	Audit
May 10, 2023 8:13 am EDT	THE AXIOM V.P.F.X.S. PRIME SYSTEM SALES E-AGREEMENT Uploaded by Brian Sellers - bsellers@axiomstrategiccapital.com IP 97.69.44.221

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