EULA

This End User License Agreement (this “Agreement”) is between the legal entity or entities that accept(s) this Agreement by a click-through acceptance (“Licensee”), and the applicable Optiwealthus LLC entity as licensor (“Optiwealthus / M2 Money Machine”). This Agreement is effective as of the date set forth on which this Agreement is accepted. (such date, the “Effective Date”).

This Agreement applies to all Software licensed from or any Service provided by Optiwealthus / M2 Money Machine, including any pre-release or beta versions of the Software, and Support Services or Professional Services performed by Optiwealthus / M2 Money Machine. If Licensee is bound to more than one agreement with Optiwealthus / M2 Money Machine concerning the Software or the Service(s), and if those agreements' terms vary, then the order of precedence of those agreements is as follows: The latest Agreement executed supersedes all other agreements.

1. Definitions The terms in this section shall have the meanings described below, and other terms may be defined within the context of this Agreement.

1.1 “Confidential Information” means information that is designated in writing as “confidential” at the time of disclosure, or which constitutes the trade secrets of a party under the governing law of this Agreement. Confidential Information also includes the Object Code of the Software, the pricing structure for the Software and Services provided to Licensee, and any other proprietary information owned by Optiwealthus / M2 Money Machine and which is provided or disclosed to Licensee at any time. Notwithstanding the foregoing, Confidential Information does not include information that the receiving party can demonstrate: (a) is in the public domain or is generally publicly known through no improper action by the receiving party; (b) was rightfully in the receiving party’s possession or known by it before receipt from the disclosing party; (c) is rightfully disclosed without restriction to the receiving party by a third party without violation of any confidentiality covenant by such third party; or (d) is independently developed by the receiving party without the use of the Confidential Information of the disclosing party.

1.2 “Customer Data” means any and all of Licensee’s and its User’s data, information, and materials that are uploaded by or on behalf of Licensee or that are accessed by Optiwealthus / M2 Money Machine in connection with Licensee’s or its User’s use of the Software.

1.3 “Documentation” means any documentation distributed by Optiwealthus / M2 Money Machine or its authorized resellers pertaining to the Software, including without limitation any accompanying or online user guides, technical information relating to the Software, user documentation, and technical data sheets in effect on the Effective Date, in each case, as may be updated or amended by or on behalf of Optiwealthus / M2 Money Machine from time to time. Documentation also includes any applicable Order Form and SOW.

1.4 “Fees” means the subscription and other fees outlined in this Agreement or any Order Form or SOW for the purchase of Software licenses, or Services.

1.5 “Object Code” means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.

1.6 “Order Form” means any Optiwealthus / M2 Money Machine form detailing an order which is incorporated into and becomes a part of this Agreement. Depending on the Software ordered, the Order Form may be completed online or may take the form of a written order form, invoice, quote, billing statement, or SOW. In the event of any discrepancy between this Agreement and an Order Form, this Agreement shall govern.

1.7 “Professional Services” means implementation and other services requested by Licensee concerning the Software or the Service.

1.8 “Service” means the use of the Software as offered by Optiwealthus / M2 Money Machine on a Subscription(s) basis.

1.9 “Software” means the Object Code form of the Optiwealthus / M2 Money Machine software licensed under this Agreement, including any updates, upgrades, or other modifications thereof delivered or made accessible to Licensee as part of the Services or otherwise pursuant to this Agreement.

1.10 “SOW” means an Optiwealthus / M2 Money Machine-originated, mutually executed statement of work, work order, or other similar documents that reference this Agreement and which, upon its mutual execution by Licensor and Licensee, will be automatically incorporated by reference into, and governed under, this Agreement.

1.11 “Term” has the meaning outlined in Section 11.1.

1.12 “Third Party Materials” means software, interfaces, and firmware, licensed by Optiwealthus / M2 Money Machine from third parties and which are incorporated into and/or distributed as part of the Software.

1.13 “User” means an individual/institutional/corporate who is authorized to use the Software.

2. Grant of Limited License (the “License”). Subject to the terms of this Agreement, including any restrictions set forth in the applicable Order Form and the payment of Fees following the applicable Order Form, Optiwealthus / M2 Money Machine grants Licensee during the Term, a non-sublicensable, nonexclusive, revocable, non-transferable right to use the Software as provided by Optiwealthus / M2 Money Machine or the Service as made available by Optiwealthus / M2 Money Machine, for the number of authorized Users as specified on the applicable Order Form. Such use shall be limited to authorized Users, shall not exceed the number of purchased users, and shall be used for Licensee’s internal business purposes only. If the Software is authorized to be used in a multi-tenant environment or as part of a managed services solution (a “Managed Service”), then Licensee hereby agrees that the Software will be used solely in furtherance of Licensee’s provision of the Managed Service and not for any other purpose by any unauthorized third party and, if required by Optiwealthus / M2 Money Machine from time to time in Optiwealthus / M2 Money Machine sole discretion, each User shall accept the terms of an end-user license agreement for the Software.

Licensee shall not copy or distribute the Software, the Documentation, or any other written materials accompanying the Software. The licensee will be responsible for ensuring that any and all use of the Software is outlined as per agreement.

3. Restrictions Licensee will not remove, alter, or obscure proprietary notices that appear on or in the Software and Documentation and will reproduce them on or in any copies. Licensee will not (and will not allow any User or other third party, including Licensee’s Customers, to) (i) decompile, disassemble, reverse compile, or reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law prohibits such restrictions), (ii) modify, or create derivative works based on the Software (iii) provide, sell, give, rent, lease, lend, loan, distribute, transfer, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party (except to the extent that the Software forms part of the services being provided by Licensee to Licensee’s Customers), (iv) use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof, in violation of applicable export control laws or regulations, (v) develop keys or license codes other than license keys provided by Optiwealthus / M2 Money Machine for the Software or attempt to defeat or circumvent any such keys or any other access restrictions included in the Software or determine how any such keys are developed, or (vi) use or copy the Software except as expressly permitted in Section 2. All the limitations and restrictions on Software in this Agreement also apply to Documentation.

4. Usage Limits Licensee’s usage of the Software is subject to usage limits, including, for example, the quantities specified in an Order/Subscription Form. If Licensee exceeds a contractual usage limit, Licensee will execute an Order Form for additional quantities of the applicable Software & services promptly upon Optiwealthus / M2 Money Machine request, and/or pay any invoice for excess usage under the payment terms and pricing set forth in this Agreement and any Order/Subscription Form.

5. Responsibilities. Licensee will (a) be responsible for the usage compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Services and notify Optiwealthus / M2 Money Machine promptly of any such unauthorized access or use, (d) use the Software only following its Documentation and applicable laws and government regulations, and (e) comply with terms of service of Optiwealthus / M2 Money Machine as published from time to time on Optiwealthus / M2 Money Machine's website(s), which are hereby incorporated into this Agreement by reference.

6. Third Party Materials. Some Third Party Materials may be subject to other terms and conditions, which may be found in a “Read Me” or “About” or similar file in the Software or Software documentation. If Licensee does not agree to such terms, Licensee agrees not to use the Software or any Third Party Materials.

7. Customer Data. Licensee hereby grants to Optiwealthus / M2 Money Machine a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display Customer Data to provide the Software and Services to Licensee such as (a) internal use by Optiwealthus / M2 Money Machine and its affiliates; (b) any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Service or the Software and/or related products and/or services; (c) any purposes permitted by any applicable law. Except as set forth in this Agreement, as between Optiwealthus / M2 Money Machine and Licensee, Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use Customer Data, and Licensee agrees that Optiwealthus / M2 Money Machine shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss or failure to secure or store Customer Data. Licensee acknowledges and agrees that it bears sole responsibility for adequately controlling, processing, storing, and backing up its Customer Data. Optiwealthus / M2 Money Machine reserves the right, but the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Optiwealthus / M2 Money Machine believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties. Licensee represents, warrants, and covenant that: (a) it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein; (b) it has obtained all consents necessary under applicable law to disclose Customer Data to Optiwealthus / M2 Money Machine; and (c) it will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Personal Information, or property of another; (vi) is materially false, misleading, or inaccurate; and/or (vii) contains information for which Licensee does not have the right to permit Optiwealthus / M2 Money Machine to access and process any Customer Data.

8. Support and Maintenance. While the license for Software remains effective and the applicable fees have been paid per this Agreement, Optiwealthus / M2 Money Machine or any of its affiliates will use commercially reasonable efforts to provide the Licensee with the support and maintenance services for the Software or the Service as described in Optiwealthus / M2 Money Machine's then-current support and maintenance program, a copy of which is located on Optiwealthus / M2 Money Machine's web site (“Support Services”). Optiwealthus / M2 Money Machine may elect to change the fees for and the terms of its Support Services or terminate Support Services for the Software or the Service.

9. Proprietary Rights The Software is licensed, not sold, to Licensee. Similarly, the Services are provided on a subscription basis only and are not sold to Licensee. Optiwealthus / M2 Money Machine and its affiliates, suppliers, and licensors own and retain all rights, title, and interest in and to (a) the Software, Service, and Documentation (including all copies, components thereof, and all upgrades, modifications, enhancements, and derivative works thereof); and, (b) all copyrights, patent rights, trade secret rights, trademark and other intellectual property and other proprietary rights embodied in or relating to the Software, Service or Documentation. Licensee acknowledges and agrees that it shall have no rights concerning any of the foregoing other than the limited rights expressly set forth in this Agreement. Optiwealthus / M2 Money Machine expressly reserves all rights in the Software, Service, and Documentation not specifically granted to Licensee. It is acknowledged that all rights, titles, and interests in and to the Software, Service, and Documentation will remain vested exclusively with Optiwealthus / M2 Money Machine.

10. Fees, Subscriptions, and Payment.
10.1 Payment Terms: The licensee shall pay Optiwealthus / M2 Money Machine the Fees due for the Software in accordance with the terms of this Agreement and any applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) fees are based on Software licensed and Services purchased and not actual usage, (b) all payment obligations under this Agreement are non-cancelable and non-refundable. Any payments (Custome quote-elite)more than thirty (30) days overdue will bear a late payment fee of 2.0% per month, or, the maximum rate allowed by law. All amounts payable by Licensee are exclusive of any taxes, fees, duties, shipping, or other charges, however, designated, now, or hereafter levied. Licensee will be responsible for all taxes, fees, duties, shipping, or other such charges under this Agreement. Licensee agrees to be responsible for payment for all activity by third parties who access or use the Software through the Licensee’s account regardless of whether such activity was authorized by Licensee or not. Licensee is responsible for all incidental charges related to using the Software.

10.2 Payment method; Until all amounts due have been paid in full, Licensee agrees to keep its payment information current at all times and authorizes Optiwealthus / M2 Money Machine to charge such payment method (including but not limited to credit card, debit card, wire transfer, and/or automated clearing house) provided by Licensee, all amounts due under this Agreement, including without limitation, usage beyond the amount specified in the applicable Order Form. All prices are given and must be paid in the currency listed on the applicable Order Form.

10.3 Invoicing. Optiwealthus / M2 Money Machine may invoice Licensee electronically or by paper invoice. Licensee must notify Optiwealthus / M2 Money Machine within ninety (90) days of the receipt of the invoice of any billing errors thereon. If Licensee does not notify Optiwealthus / M2 Money Machine within this time, Optiwealthus / M2 Money Machine will not be required to correct the error and/or make adjustments to Licensee’s account and the Licensee hereby waives any claim, allegation, or contention with the respect to such invoice.

11. Term; Termination; Suspension.

11.1 Term.The Licensee will be bound for the entire Term of this Agreement. “Term” is defined as the period of time beginning on the Effective Date and ending on the date set forth in the Order Form, or, if later, the expiration date of any SOW. Except as otherwise specified in an Order Form, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the greater of the expiring Term length, unless either party gives the other party notice of non-renewal at least 30 days and no more than 60 days before the end of the relevant Term. For prepaid subscribers, they may choose to renew automatically or manually.

11.2 Termination; Suspension. This Agreement and all rights and licenses granted hereunder will automatically terminate upon the earlier of (a) the end of a Term that is not renewed. Furthermore, and without derogating from any rights or remedies of Optiwealthus / M2 Money Machine, Optiwealthus / M2 Money Machine shall be entitled to suspend any Service and the use of the Software by Licensee should Licensee breach any term of this Agreement, including without limitation failure to pay any amounts due promptly, or if the continued provision of Services poses a risk to Optiwealthus / M2 Money Machine in its sole discretion. Upon termination of this Agreement, or if the license ceases to be effective, Licensee shall immediately cease all use of all Software and Documentation and return or (upon Optiwealthus / M2 Money Machine request) destroy all copies of all Software and Documentation and all portions thereof and so certify in writing to Optiwealthus / M2 Money Machine and immediately pay all amounts due to Optiwealthus / M2 Money Machine hereunder. Except as otherwise expressly provided herein, the terms of Sections 2, 10, 12, 14, and 15 shall survive any termination or non-renewal of this Agreement. Termination is not an exclusive remedy and all other remedies available under applicable law or in equity will be available to Optiwealthus / M2 Money Machine whether or not termination occurs.

12. Indemnification.

12.1 Optiwealthus / M2 Money Machine Indemnification. Optiwealthus / M2 Money Machine will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to Software or portions or components thereof (a) not supplied by Optiwealthus / M2 Money Machine, (bi) made in whole or in part in accordance with Licensee’s specifications, (c) that are modified after delivery by Optiwealthus / M2 Money Machine, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where Licensee’s use of the Software is not strictly in accordance with this Agreement or with the Documentation.

12.2 Licensee Indemnification. Licensee agrees to defend, indemnify, and hold harmless each of Optiwealthus / M2 Money Machine, its affiliates, and respective officers, employees, consultants, shareholders, and representatives from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to (a) any actual or alleged violation of this Agreement or applicable law, rule or regulation by Licensee or any person accessing or using the Software or services by or through Licensee; (b) any actual or alleged infringement or misappropriation by Licensee, or any person accessing or using the Software by or through Licensee, of any intellectual property or privacy or other rights of any person or entity (except claims of infringement or misappropriation arising solely from the use of the Software as provided under this Agreement).

13. EXCLUSION OF WARRANTIES

13.1 Nothing in these terms shall exclude or limit Optiwealthus LLC's warranty or liability for losses that may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

13.2 You expressly understand and agree that your use of the services is at your sole risk and that the services are provided "As is" and “as available.”

13.3 In particular, Optiwealthus LLC, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: ○ Your use of the services will meet your requirements, ○ Your use of the services will be uninterrupted, timely, secure, or free from error, ○ Any information obtained by you as a result of your use of the services will be accurate or reliable, and ○ That defects in the operation or functionality of any software provided to you as part of the services will be corrected.

13.4 Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

13.5 No advice or information, whether oral or written, obtained by you from Optiwealthus / M2 Money Machine or through or from the services shall create any warranty not expressly stated in the terms.

13.6 Optiwealthus / M2 Money Machine further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

14. LIMITATION OF LIABILITY
SSubject to the overall provision in the paragraph above, you expressly understand and agree that Optiwealthus / M2 Money Machine, its subsidiaries and affiliates, and its licensors shall not be liable to you for:

14.1 Any direct, indirect, incidental, special consequential, or exemplary damages which may be incurred by you, however, caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;

14.2 Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

14.3 Any reliance placed by you on the completeness, accuracy, or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services;

14.4 Any changes which Optiwealthus / M2 Money Machine may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);

14.5 The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;

14.6 Your failure to provide Optiwealthus / M2 Money Machine with accurate account information

15. Miscellaneous.

15.1 Licensee Representations. Licensee represents and warrants that: (a) the individual signing or accepting this Agreement has all necessary corporate or other authority to bind the entity that it purports to make party hereto, (b) Licensee has all necessary corporate or other authority or licenses to perform its obligations hereunder.

15.2 Confidentiality. Each party agrees to hold the other party’s Confidential Information in confidence and not to use it for any purpose other than the purposes permitted under this Agreement. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. The terms of this Agreement constitute Confidential Information. Confidential Information of the other party may only be disclosed to those Affiliates, employees, contractors, and advisors of the Company or of Optiwealthus / M2 Money Machine, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this Agreement; provided, that nothing shall prevent or prohibit a party from using or disclosing Confidential Information as may be required by law, rule, regulation or legal process. Confidential Information remains at all times the property of the disclosing party. Unless otherwise explicitly set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied with respect to Confidential Information. Optiwealthus / M2 Money Machine may identify Licensee as a customer/User when referring to lists of customers/Users. Furthermore, Optiwealthus / M2 Money Machine may automatically extract and use Licensee’s data and information internally for the limited use of its research and analysis as may be necessary to enhance and improve the software and services it provides to its customers, provided always that any such retained data or information of Licensee shall be for internal use only and shall be used in a de-identified manner only.

15.3 Monitoring; Auditing. Licensee understands that the Software is programmed to track the number of deployed copies of the Software, authorized devices, users, and other usage-related data, and the Licensee consents to such operations and shall not engage in any activity designed to circumvent or obstruct, or which has the effect of circumventing or obstructing, the Software’s tracking capabilities. Licensee grants to Optiwealthus / M2 Money Machine the right to monitor usage by all of its users and to audit its books, records, and accounts to verify compliance with this Agreement, and Licensee agrees to make available to Optiwealthus / M2 Money Machine or its representatives any records about this Agreement. Furthermore, in the event that Licensee uses any Software other than as licensed under this Agreement (or under another agreement executed by the parties), in addition to any other remedies available to Optiwealthus / M2 Money Machine, Licensee agrees to pay Optiwealthus / M2 Money Machine the then-current Subscription Fees and any related Service fees for such unauthorized use.

15.4 Assignment. Neither this Agreement nor the rights and licenses granted hereunder are assignable or transferable by Licensee without the prior written consent of Optiwealthus / M2 Money Machine; any attempt to do so shall be null and void ab initio. Optiwealthus / M2 Money Machine may assign this Agreement in whole or in part.

15.5 Notices and Electronic Communications. Optiwealthus / M2 Money Machine may give notice through a general notice on the Software, electronic mail to Licensee’s e-mail address on record in Optiwealthus / M2 Money Machine's account information.

15.6 Governing Law; Jurisdiction. This is a legally binding contract between Optiwealthus / M2 Money Machine and the client using the services of Optiwealthus.com/Money Machine (M2). By using the services of Optiwealthus.com/Money Machine (M2), the client gives his/her/its consent to abide by all the terms and conditions at all times. Terms are to be construed as per prevailing laws of the United States. Both Parties submit to the jurisdiction of San Jose, CA, USA for any disputes arising hereunder. The acceptance Date of these agreements shall be online on the date of the First Download of Money Machine (M2) app or the First Execution of trade on Optiwealthus.com.

16.11 Force Majeure. Optiwealthus / M2 Money Machine shall not be responsible for delay or default in the performance of their obligations due to contingencies beyond their control, such as (including but not limited to) losses caused directly or indirectly by exchange or market rulings, suspension of trading, fire, flood, civil commotion, earthquake, war, strikes, failure of the systems, failure of the internet links or government/regulatory action. the party.

16.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.