Live Trader Agreement

AN OPTIONS FUNDING LLC DOCUMENT

This Live Trader Agreement (this "Agreement") is entered into and made effective as of _______________ (the "Effective Date"), by and between Options Funding LLC, a Wyoming limited liability company with its principal place of business at 30 N Gould St, Ste R, Sheridan, WY 82801 (the "Company"), and _______________, an individual residing at _______________ (the "Trader"), engaged as an independent contractor. The Company and the Trader are referred to in this Agreement individually as a "Party" and collectively as the "Parties."

The Company operates a proprietary options trading business and a funded-trader evaluation program. Traders in the evaluation and funded stages of that program trade simulated accounts. This Agreement governs only the Live stage, in which the Company, in its sole discretion, admits a trader to trade the Company's own capital in a real brokerage account.

WHEREAS, the Company maintains a Separate Trading Limit proprietary trading account at a registered broker (the "Broker") in the Company's own name, funded exclusively with the Company's own capital;

WHEREAS, the Company wishes to designate the Trader as an Authorized Trader permitted to enter orders in a single sub-account of that brokerage account, subject to capital allocations and risk parameters set by the Company;

WHEREAS, the Trader holds themselves out as possessing the skill, experience, and independent means to trade in a professional manner as an independent business, and not as an employee of the Company;

WHEREAS, the Parties intend that the Trader never acquire any ownership of, beneficial interest in, or withdrawal right over the Company's capital, the Sub-Account, or any asset held in it, and that the Trader's sole entitlement under this Agreement be the profit share described in Section 7;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Company's allocation of its own capital for the Trader to trade, the compensation payable to the Trader, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows.

0. The Live Program Notice

0.1 The Notice. The Company has sent the Trader a Live Program Notice (the "Notice"). The Trader has thirty (30) calendar days from the date of the Notice to accept or decline it, and that deadline is shown to the Trader and recorded on the Trader's account. Except as this Section provides for payout requests, the Notice does not close any account, cancel any subscription or restrict the Trader in any way: each evaluation and funded account the Trader holds remains open and may be traded, and billing continues unchanged. While the Notice is open, the Trader may not submit a payout request, and each payout request the Trader submitted before the Notice was sent is held. A held request is not cancelled and remains open, so the Trader may not submit a duplicate of it, and the Company will not approve or pay it while the Notice is open. A held request is resolved by the Trader's answer to the Notice, under Section 0.2, Section 0.3 or Section 8A.

0.2 Acceptance. Signing this Agreement is the Trader's acceptance of the Notice. On acceptance, and not before: (a) every evaluation and funded account the Trader holds is closed; (b) the subscription for each closed account is cancelled, so that no further charge is made for it; (c) every payout request then pending is cancelled without payment; (d) the Trader may not open, purchase or hold any further evaluation or funded account, including under a different email address; and (e) a Live Account is opened for the Trader on the terms of this Agreement. If the Trader declines the Notice, or does not answer it within the thirty (30) days, Section 8A applies instead.

0.3 Cancelled Payout Requests. A payout request cancelled under Section 0.2 is not paid, in cash or in any other form. No credit, offset, discount, rebate or other benefit arises from it, it does not count toward Total Profit, and it does not reduce the Lock Threshold or any other figure in this Agreement. The Company records each cancelled request, with its amount and the date it was made, on the Trader's account.

0.4 Fees. Fees already charged for an evaluation or funded account are not refunded when the account is closed, whether it is closed on the Trader's acceptance of this Agreement, on a decline or on expiry of the Notice. This reflects the Company's Terms of Service, which this Agreement does not alter.

1. Definitions

1.1 "Allocated Capital" means the amount of the Company's capital the Company transfers to, or designates as available in, the Sub-Account from time to time. Allocated Capital remains at all times the property of the Company.

1.2 "Authorized Trader" means an individual whom the Company has designated to the Broker as permitted to enter orders in a Sub-Account of the Company's brokerage account. Designation as an Authorized Trader confers order-entry permission only and confers no ownership, account, or customer relationship of any kind.

1.3 "Broker" means the registered broker at which the Company maintains its proprietary trading account, and any successor or additional broker the Company designates.

1.4 "Net Trading Profits" means, for a given Payout Cycle, the realized profit in the Sub-Account from closed positions, net of realized losses and of the commissions, exchange fees, regulatory fees, and financing charges incurred on those positions. Unrealized gains on open positions are not Net Trading Profits and do not become so until the position is closed. Platform costs and every other cost of operating the Company's brokerage account are borne by the Company and are not deducted in computing Net Trading Profits, except that the Broker's market data charges for the Sub-Account are borne as Section 7.8 provides.

1.5 "Payout" means a payment by the Company to the Trader of the Trader's share of Net Trading Profits under Sections 7 and 8, including a Payout the Company initiates under Section 8.5. The "gross amount" of a Payout is the amount of Net Trading Profits taken for it, of which eighty percent (80%) is paid to the Trader and twenty percent (20%) is retained by the Company.

1.6 "Payout Cycle" means the period between Payouts, as defined in the Program Rules.

1.7 "Program Rules" means the Company's published rules for the Live stage, including profit targets, drawdown limits, daily loss limits, qualifying-day requirements, prohibited instruments, prohibited conduct, and payout eligibility, in each case as in effect from time to time and as published by the Company.

1.8 "Risk Parameters" means the trading limits applicable to the Sub-Account, including maximum drawdown, trailing drawdown floor, daily loss limit, position and order size limits, permitted and prohibited instruments and strategies, expiration and assignment restrictions, and any limits the Company or the Broker configures at the brokerage level.

1.9 "Scaling Tier" means the Trader's current capital allocation level under Section 4.

1.10 "Sub-Account" means the single sub-account, trading partition, or separate trading limit account of the Company's brokerage account to which the Trader is assigned as Authorized Trader.

1.11 "Break-Even" means an amount of Equity equal to the Sub-Account's Allocated Capital.

1.12 "Total Profit" means, as at the end of a Trading Day, the sum of (a) the Sub-Account's Equity at that time, which includes unrealized gains and losses on open positions, less its Allocated Capital, and (b) the gross amount of every Payout that has left the Sub-Account at or before that time under Section 8.2.1, less any part of it returned to the Sub-Account. A Payout whose gross amount is still in the Sub-Account is part of Equity and is counted under paragraph (a) alone, so that no amount is counted twice. Total Profit is used only to determine whether the drawdown floor locks under Section 4.4(c). It is not a measure of compensation, and counting an unrealized gain in it creates no entitlement to that gain.

1.13 "Lock Threshold" means the maximum drawdown for the Trader's plan size set out in Section 16.6.1. It is fixed by the plan size and does not change when the drawdown floor moves.

1.14 "Equity" means the net liquidation value of the Sub-Account as the Broker reports it, including unrealized gains and losses on open positions. A Payout whose gross amount has not yet left the Sub-Account is still part of Equity; Section 8.2.1 says how the room above the drawdown floor is measured until it leaves.

1.15 "Trading Day" means a day on which the national securities exchanges in the United States are open for trading. A Trading Day ends at midnight Coordinated Universal Time at the end of that day, which is 8:00 PM Eastern Time while daylight saving time is in effect and 7:00 PM Eastern Time at other times. Every figure this Agreement measures at the end of a Trading Day is measured at that time.

1.16 "Business Day" means a day other than a Saturday, a Sunday or a day on which the Federal Reserve Banks are closed.

2. Engagement; Independent Contractor Status

2.1 Engagement. The Company engages the Trader, and the Trader accepts engagement, to trade the Company's capital in the Sub-Account in accordance with this Agreement, the Program Rules, and the Risk Parameters. The engagement begins on the Effective Date and continues until terminated under Section 16.

2.2 No Exclusivity; No Minimum. Neither Party owes the other any exclusivity. The Company is not obligated to allocate any particular amount of capital, to maintain any allocation, or to provide any minimum trading opportunity. The Trader is not obligated to trade any minimum volume or frequency, subject only to the Company's right to terminate under Section 16.

2.3 Independent Contractor. The Trader is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties. The Trader is not an employee of the Company for any purpose, including federal, state, local, or foreign tax, wage-and-hour, benefits, workers' compensation, or unemployment insurance purposes. The Trader is not eligible for and waives any claim to employee benefits of any kind. The Trader controls the manner, method, timing, and location of their trading, subject only to the Risk Parameters and the Program Rules, which exist to protect the Company's capital and do not constitute supervision of the Trader as an employee.

2.4 Misclassification Indemnity. If any governmental authority, court, or tribunal determines that the Trader was an employee of the Company at any time during the term, the Trader shall indemnify and hold the Company harmless from any resulting employment taxes, withholding obligations, penalties, interest, and reasonable attorneys' fees, except to the extent the determination arises from the Company's own written misrepresentation of the relationship.

2.5 No Authority to Bind. The Trader has no authority to bind the Company, to incur any obligation on the Company's behalf, to open or close any account, to hold themselves out as an officer, employee, or agent of the Company, or to represent to any third party that they act for the Company other than as an Authorized Trader entering orders in the Sub-Account.

3. Authorized Trader Designation; Ownership of the Sub-Account

3.1 Designation. The Company will designate the Trader to the Broker as an Authorized Trader for the Sub-Account. The Company may revoke that designation at any time, for any reason or no reason, with or without notice.

3.2 Company Ownership. The Sub-Account, the Allocated Capital, all cash, securities, options, and other assets held in the Sub-Account at any time, and all proceeds of them, are and remain at all times the sole and exclusive property of the Company. The Trader acquires no ownership interest, no beneficial interest, no equitable interest, no security interest, and no lien of any kind in the Sub-Account or in any asset held in it, whether by virtue of trading activity, the generation of profits, the passage of time, or otherwise.

3.3 No Withdrawal or Transfer Rights. The Trader has no right and no ability to withdraw funds from, deposit funds into, transfer assets into or out of, pledge, encumber, or otherwise direct the disposition of the Sub-Account or any asset in it. The Trader's permissions at the Broker are limited to order entry and, where the Company elects to provide it, read-only visibility into the Sub-Account. The Trader shall not request, and the Broker is not authorized to act upon any request by the Trader for, any transfer, withdrawal, or change of account instruction.

3.4 No Capital Contribution. The Trader has not contributed and shall not contribute any capital to the Sub-Account, to the Company's brokerage account, or to the Company. Any fee the Trader paid at any prior stage of the Company's program was consideration for participation in a simulated evaluation program and was not, and shall not be construed as, a capital contribution, a deposit, an investment, a purchase of any interest, or a payment held for the Trader's benefit.

3.5 Credentials. Any credential the Company or the Broker issues to the Trader is issued for the Trader's sole personal use. The Trader shall not share, transfer, or permit any other person to use it, and shall not permit any other person to enter orders in the Sub-Account. The Trader shall notify the Company immediately of any suspected compromise.

4. Allocated Capital, Scaling Tiers and the Drawdown Floor

4.1 Company Discretion. The Company determines the Allocated Capital in the Sub-Account in its sole discretion and may increase, decrease, or withdraw it at any time, with or without notice, including to zero.

4.2 Scaling Tiers. Traders enter the Live stage with buying power equal to approximately one half of their nominal account size and may be advanced as the Sub-Account's realized profit grows. Except as the Company otherwise specifies in writing, the steps are: 50% of nominal at entry; 75% at realized profit of $2,500 above Allocated Capital; 100% at $5,000; and 125% at $10,000. The Trader's initial Scaling Tier and Allocated Capital are as set out in the allocation summary below, or as separately communicated by the Company in writing.

4.3 Advancement Requires Demonstrated Results, Not Only Profit. A step up additionally requires that the Trader has closed at least thirty (30) trades in the Sub-Account and that their mean per-trade result over those live trades is statistically greater than zero at a one-sided significance level of five percent. Until thirty live trades exist, buying power remains at the entry level regardless of realized profit. The Company may reduce the Trader's Scaling Tier at any time, including where realized profit falls below a step threshold, where statistical significance ceases to be met, or in response to elevated risk-taking or a Risk Parameter violation. A reduction is not a termination and does not by itself end this Agreement.

4.4 The Drawdown Floor. The Sub-Account's drawdown floor is determined as follows.

(a) Before a Payout or the Lock. Until paragraph (b) or (c) applies, the drawdown floor is the amount by which the higher of (i) Allocated Capital and (ii) the Sub-Account's highest Equity at the end of any Trading Day exceeds the maximum drawdown for the Trader's plan size under Section 16.6.1, but not more than Break-Even. The floor rises as that end-of-day Equity rises and does not fall.

(b) On a Payout. When the gross amount of a Payout leaves the Sub-Account under Section 8.2.1, the drawdown floor is set at Break-Even, being the Sub-Account's Allocated Capital, and the daily loss limit ceases to apply to the Trader. The floor is set at the moment the Company releases the Payout for that transfer, which is immediately before its gross amount leaves. This applies to every Payout, including a Payout under Section 8.5. A Payout does not change a drawdown floor that is already at Break-Even or that has locked under paragraph (c).

(c) On Reaching the Lock Threshold. If the Trader's Total Profit at the end of a Trading Day is equal to or greater than the Lock Threshold, and the Sub-Account's Equity at that time is at least two hundred dollars ($200) above Allocated Capital, the drawdown floor locks at Allocated Capital plus one hundred dollars ($100), and the daily loss limit ceases to apply to the Trader. Where Total Profit has reached the Lock Threshold and Equity is not that far above Allocated Capital, the floor locks at the end of the first later Trading Day on which both are true, so that the lock never lands at or above the Sub-Account's Equity.

(d) After the Floor Is Set or Locked. Once the drawdown floor has been set under paragraph (b) or locked under paragraph (c), it does not trail and does not fall, and its only further movement is from Break-Even to Allocated Capital plus one hundred dollars ($100) under paragraph (c). The restrictions in Section 5.3 and the limit in Section 5.4 continue to apply, and the Trader's remaining drawdown room for the purposes of Section 5.4 is the amount by which the Sub-Account's Equity exceeds the drawdown floor.

(e) Reaching the Drawdown Floor. The Sub-Account reaches its drawdown floor when the lower of the following two amounts is at or below the floor: (i) its Equity; and (ii) the amount for which its open positions could be closed at that moment at the prices then quoted in the market, valuing each position held long at the best bid and each position held short at the best offer, together with the cash in the Sub-Account. The Company may measure the amount in (ii) continuously from live market quotes, including between the Broker's calculations of Equity, so the Sub-Account can reach its drawdown floor while its Equity as the Broker reports it is still above the floor. When the Sub-Account reaches its drawdown floor, the Company may exercise any authority in Section 6.1, including closing every open position in the Sub-Account and terminating this Agreement, and Section 6.3 applies to every position so closed.

4.5 Rules Scale With Allocation. Where the Company reduces or increases Allocated Capital, the corresponding Risk Parameters and the basis on which Net Trading Profits are computed scale with the allocation actually in effect. The Trader is not entitled to compensation computed on a nominal account size larger than the Allocated Capital actually in effect.

5. Risk Parameters and Trading Restrictions

5.1 Compliance Required. The Trader shall at all times trade within the Risk Parameters and the Program Rules. The Trader is responsible for knowing the Risk Parameters applicable to the Sub-Account at any given time.

5.2 Modification. The Company may modify the Risk Parameters and the Program Rules at any time in its sole discretion, including intraday where the Company determines that market conditions or the Trader's exposure warrant it. Modifications take effect when communicated through the Company's platform, by email, or by configuration at the Broker. A modification applies prospectively only. It does not apply to a trade already placed, does not retrospectively breach an account that complied with the Risk Parameters in force when the trade was made, and does not reduce compensation the Trader has already become entitled to.

5.3 Prohibited Instruments and Strategies. Without limiting the Risk Parameters, the Trader shall not, unless the Company expressly permits it in writing: (a) sell or write any option that is not fully defined-risk, including any uncovered or naked short option, provided that nothing in this subsection prohibits the Trader from closing an uncovered or naked short option position the Trader already holds, including one arising from assignment, from exercise, or from the expiration of another leg; (b) hold any short option position through expiration where assignment is reasonably foreseeable; (c) carry any position overnight where the Program Rules prohibit it; (d) trade any instrument, symbol, or product outside the instruments the Program Rules permit; (e) exceed any position, order size, notional, or concentration limit; or (f) take any position whose maximum loss is not calculable at the time of entry.

5.4 Overnight and Multi-Session Positions. A position may be carried past the close of a trading session only if it is fully defined-risk, and only if the aggregate maximum theoretical loss of every position so carried does not exceed seventy percent (70%) of the Trader's then-remaining drawdown room, meaning the Sub-Account's Equity less its drawdown floor. Maximum theoretical loss is measured as the further loss a position can still produce from where it stands: the difference between the position's value at current market prices and the worst value it can have at expiration. It is measured at current market prices and not at the price the Trader paid or received, so the figure moves while a position is held and a short option that has decayed in the Trader's favor carries a larger maximum theoretical loss than it did when it was opened. The limit is assessed on the aggregate of all open positions rather than position by position, at the checkpoints set by the Program Rules, of which there is more than one on an ordinary Trading Day, and it is re-assessed throughout each checkpoint rather than once. A position whose worst case is unbounded may not be carried at all. If the limit is exceeded and the Trader does not reduce, the Company may reduce the positions on the Trader's behalf under Section 6.

5.5 Brokerage-Level Controls. The Company may configure pre-trade controls at the Broker that reject orders violating the Risk Parameters. Those controls are a backstop, not a permission set. An order that the Broker's controls do not reject is not thereby authorized, and the Trader remains responsible for compliance with this Agreement and the Program Rules.

5.6 No Reliance on Enforcement. The Company's failure to detect, reject, or immediately respond to a violation is not a waiver, does not authorize the violation, and does not create any expectation that similar conduct will be permitted in the future.

5.7 Daily Loss Limit. The amount of the daily loss limit for the Trader's plan size, and the way a day's loss is measured against it, are set by the Program Rules. When the Sub-Account reaches the daily loss limit, the Company closes every open position in the Sub-Account and disables trading in the Sub-Account until 9:30 AM Eastern Time on the first Trading Day after the calendar day, in Eastern Time, on which the limit was reached. For example, if the limit is reached at 8:16 PM Eastern Time on a Thursday, trading is disabled until 9:30 AM Eastern Time on the Friday, if the Friday is a Trading Day. While trading is disabled, the Company also closes any position that is opened in the Sub-Account. Section 6.3 applies to every position closed under this Section. Reaching the daily loss limit is not a breach of this Agreement, is not misconduct, creates no debt or liability to the Company, and does not end the Live Account. The daily loss limit applies to every Trader until the drawdown floor is set under Section 4.4(b) or locks under Section 4.4(c), and then ceases to apply, except that trading disabled before then remains disabled until the time stated in this Section.

6. Company Risk Controls; Flatten and Kill Authority

6.1 Company Authority. The Company may, at any time and without prior notice to the Trader: (a) close, liquidate, hedge, or otherwise reduce any or all positions in the Sub-Account; (b) suspend or revoke the Trader's order-entry permission; (c) reduce or withdraw Allocated Capital; (d) restrict the instruments, strategies, or sizes available to the Trader; or (e) terminate this Agreement under Section 16.

6.2 Grounds. The Company may exercise the authority in Section 6.1 for any reason, including a Risk Parameter violation, the Sub-Account reaching its drawdown floor under Section 4.4(e), the daily loss limit being reached, elevated firm-wide exposure, adverse market conditions, a broker or exchange requirement, a suspected compliance issue, or the Company's own capital or risk management needs, whether or not the Trader has done anything wrong.

6.3 Execution Risk. The Trader acknowledges that positions closed under this Section may be closed at prices materially worse than prevailing marks, particularly in illiquid instruments, near the close, at or near expiration, or during volatile conditions. The Company is not liable to the Trader for the price at which any such position is closed, and the resulting realized loss is applied to the Sub-Account in the ordinary course.

6.4 Broker Action. The Broker may independently liquidate positions under its own margin and risk policies. The Company does not control and is not responsible for the Broker's actions, and the Trader has no claim against the Company arising from them.

7. Compensation

7.1 Profit Share Only. As the Trader's sole and complete compensation under this Agreement, the Trader is entitled to eighty percent (80%) of Net Trading Profits generated in the Sub-Account, and the Company retains twenty percent (20%).

7.2 No Other Compensation. The Trader is not entitled to any salary, wage, hourly pay, draw, advance, retainer, guaranteed minimum, signing payment, bonus, expense reimbursement, commission, override, compensation based on assets under management, or compensation based on trading volume, order flow, or the number of trades placed. The Trader receives nothing if the Sub-Account generates no Net Trading Profits.

7.3 Realized Profits Only. Compensation accrues only on realized, closed-trade profits. Unrealized gains on open positions create no entitlement, and an open position showing a gain that is later closed at a loss produces no compensation.

7.4 Losses Reduce the Basis. A realized loss in the Sub-Account reduces the balance from which subsequent Net Trading Profits are measured, on the basis and over the period the Program Rules specify. Consistent with Section 9, no such reduction is a debt of the Trader and no amount is collectible from the Trader.

7.5 When a Payout Becomes Owed. The Trader's share of Net Trading Profits becomes a payable obligation of the Company when the gross amount of a Payout has left the Sub-Account under Section 8.2.1 and the Sub-Account's Equity is then above the drawdown floor. Until that moment the Trader has an unvested contingent expectancy, not a debt, a property interest, or a claim against any specific asset. Once a Payout is owed, the Trader's share of it is a debt of the Company payable under Section 8.2, no later modification of the Risk Parameters or the Program Rules reduces it, and termination of this Agreement does not reduce, reverse or forfeit it. Where the gross amount leaves the Sub-Account and its Equity is then at or below the drawdown floor, the Payout is not owed under this Section and the amount is dealt with in the final accounting under Section 16.4.

7.6 Published Refund Preserved. Nothing in this Agreement, and in particular nothing in Section 20.1, extinguishes or reduces the refund the Company has published as due to the Trader on the Trader's first Payout, namely the refund of the account activation fee. That refund remains payable on the terms the Company published when the Trader earned it. For the avoidance of doubt, that refund is an unsecured obligation of the Company payable from the Company's own operating funds. It is not a return of capital, it is not paid from the Sub-Account or from any brokerage account of the Company, and it is not a withdrawal of any amount held at the Broker. Consistent with Section 3.4, the activation fee was never deposited into the Sub-Account, never formed part of the Allocated Capital, and was never available to trade.

7.7 Payout Requests from an Earlier Stage. A payout request made at the evaluation or funded stage is not a request for a Payout under this Agreement. A request pending when the Notice is sent is held under Section 0.1 and resolved under Section 0.2, Section 0.3 or Section 8A according to the Trader's answer to the Notice.

7.8 Market Data. The Company bears the Broker's market data charges for the Sub-Account for the first calendar month in which the Broker charges them. From the second calendar month those charges are the Trader's cost: the Broker charges them to the Sub-Account, and they reduce its Equity and so the amount available under Section 8.6. A market data charge is not a trading result: it is not a realized loss in computing Net Trading Profits, it does not count toward the daily loss limit, and the Company does not treat it as a loss against the drawdown floor. A payment the Company makes into the Sub-Account to cover such a charge is not a trading profit and is not Net Trading Profits.

8. Payouts

8.1 Requests and Approval. The Trader requests a Payout through the Company's platform. The Trader may make one payout request in each calendar day, determined in Eastern Time, and a second request made on the same calendar day is refused without affecting the first. A request the platform records uses that day whether it is later approved, declined or cancelled; a request the platform refuses before it records it does not. The Company approves or declines each request, and may approve a request at the moment it is made. The Company may decline or hold any request that does not comply with this Agreement or the Program Rules, that is associated with conduct under review, or that the Company reasonably believes to be the product of prohibited conduct, and may hold a request while a condition under Section 8.3 is outstanding. The Trader may cancel a request at any time before it is approved.

8.2 Payment by the Company. Approved Payouts are paid by the Company from the Company's own funds, by ACH, wire, or another method the Company offers. Payouts are never paid to the Trader by the Broker and never paid out of the Sub-Account directly. The Trader has no claim against the Broker for any Payout.

8.2.1 Debit on Approval. When a Payout is approved, the Company transfers its gross amount out of the Sub-Account and into the Company's master account at the Broker straight away, or, where the Broker is not then processing transfers between the Company's accounts, as soon as it next does. The transfer is between two accounts of the Company. The drawdown floor is set as Section 4.4(b) provides when the Company releases the Payout for that transfer, and the gross amount leaves the Sub-Account immediately afterwards. Until it has left, the room above the drawdown floor and the amount available under Section 8.6 are measured on the Sub-Account's Equity less that gross amount; a loss in that time that leaves Equity at or below the drawdown floor once the gross amount has left is a reaching of the drawdown floor when it leaves, and Section 6 applies. If the Sub-Account does not cover the Payout under Section 8.6 when the Company comes to release it, the Company does not release it, and the Payout is cancelled at the end of that day unless the Sub-Account covers it again before then.

8.2.2 Payment on the Same Day. The Company sends the Trader's share of a Payout on the day its gross amount leaves the Sub-Account, whether or not that day is a Business Day. A payment sent on a day that is not a Business Day is expected to arrive in the Trader's bank account on the morning of the next Business Day. The Company does not control the time the Trader's bank takes to post a payment it has received.

8.3 Identity and Compliance Conditions. The Company may condition any Payout on the Trader's completion of identity verification, tax documentation, and any screening the Company reasonably requires, and may withhold a Payout while any of those is outstanding.

8.4 Setoff. The Company may set off against any Payout any amount the Trader owes the Company under this Agreement, and may recover any Payout obtained through prohibited conduct or a material misstatement.

8.5 Company-Initiated Payout. When the Trader's undrawn profit under Section 8.6(a) reaches two (2) times the maximum drawdown for the Trader's plan size under Section 16.6.1, the Company initiates a Payout of that undrawn profit without a request from the Trader. The Trader receives their share under Section 7 and the Company retains its share. The gross amount is reduced where necessary so that it does not exceed the amount available under Section 8.6 and so that the Sub-Account's Equity, once that amount has left it, is at least one hundred dollars ($100) above the drawdown floor that then applies, and a Payout under this Section does not close the Live Account. It is otherwise a Payout like any other: Sections 8.2 to 8.4 apply to it, and it sets the drawdown floor under Section 4.4(b). This Section brings payment to the Trader forward and does not reduce, forfeit or defer any amount owed to the Trader.

8.6 Amount Available. The gross amount of a Payout may not exceed the lesser of (a) the Trader's undrawn profit, being the Net Trading Profits generated in the Sub-Account since it was opened, less the gross amount of every Payout that has left it and not been returned to it, and (b) the amount by which the Sub-Account's Equity exceeds the sum of (i) the drawdown floor that will apply once the gross amount has left the Sub-Account, which is Break-Even or, where the floor has locked under Section 4.4(c), Allocated Capital plus one hundred dollars ($100), and (ii) the most that the positions then open in the Sub-Account can still lose, being the amount by which Equity would fall if each of them were closed at the largest loss it can produce. A Payout therefore never includes an amount that open positions can still lose. No other amount is held back from the amount available. The Company does not approve a request for more than the amount available when the request is approved, and does not release a Payout the Sub-Account does not then cover.

8.7 Payout of the Full Amount Available. A request for a Payout of the full amount available under Section 8.6 is a request to close the Trader's Live Account. The Company acts on such a request only where no position is open in the Sub-Account, both when the request is made and when the Company acts on it, and only after the two confirmations Section 8.7.2 requires. On acting on it the Company revokes the Trader's order-entry permission, and at that moment the Trader's Live Account closes and this Agreement terminates as a termination by the Trader under Section 16.2. The gross amount of the Payout is then the amount available under Section 8.6 computed on the Sub-Account as it stands with no position open, and is paid under Section 8.2. The amount at or below the drawdown floor is the Company's capital and is not paid. A request for a lesser amount does not close the Live Account, and the Company does not approve it if, when it is approved, it would leave the Sub-Account's Equity at or below the drawdown floor.

8.7.1 Not a Breach. A closure under Section 8.7 is not a breach of this Agreement, a termination for cause under Section 16.3, a Risk Parameter violation or misconduct. It creates no debt or liability to the Company and is not recorded or reported as a breach.

8.7.2 Two Confirmations. The Company does not act on a request under Section 8.7 until the Trader has confirmed it twice, in two separate confirmations, each of which states that the Payout will close the Trader's Live Account and that the closure cannot be reversed. A request under Section 8.7 without both confirmations is refused, and is not treated as a request for a lesser amount. A request for a lesser amount needs no second confirmation.

8.7.3 Payment and Effect. The Payout that closes the Live Account is paid under Section 8.2, and Sections 16.4 and 16.7 apply to the closure. The final accounting under Section 16.4 follows the closure, and that Payout is the Trader's share of what the final accounting shows.

8A. Settlement on Decline

8A.1 Scope. This Section applies if the Trader declines the Notice instead of signing this Agreement, or does not answer it within thirty (30) days. Nothing in it requires the Trader to sign anything.

8A.2 Cash Settlement on Decline. Every payout request pending when the Trader declines, including every request held under Section 0.1, is paid in cash. The amounts are summed across every account the Trader holds and are capped at three thousand dollars ($3,000) in total for the Trader. The cap applies per person, not per account.

8A.3 No Settlement Without a Pending Request. A Trader who declines with no payout request pending is paid nothing. There is no minimum settlement and no payment for declining as such.

8A.4 Expiry. A Notice that is not answered within thirty (30) days expires and is treated as a decline, except that no settlement is payable on it and every payout request held under Section 0.1 is cancelled on expiry without payment.

8A.5 Other Effects of a Decline. On a decline, and on an expiry treated as a decline, every evaluation and funded account the Trader holds is closed, the subscription for each closed account is cancelled so that no further charge is made for it, and the Trader may not open, purchase or hold any further evaluation or funded account, including under a different email address. No Live Account is opened, and Section 0.4 applies to fees already charged. Declining is not a breach, creates no debt or liability to the Company, and is not treated as misconduct.

8A.6 How a Settlement Is Paid. A settlement under this Section is paid through the Company's ordinary payout process, in the same queue and by the same method as any other payout, and on the same conditions. The Trader must supply the tax and banking details any payout requires, being a properly completed Form W-9 or the applicable Form W-8BEN through the Company's payments provider, together with valid bank details, and the Company may withhold the settlement while any of them is outstanding. Sections 8.3 and 8.4 apply to a settlement as they apply to a Payout.

8A.7 Settlement Already Owed. Once the Trader has declined, the settlement under Section 8A.2 is owed as computed at the moment of the decline, and a later amendment to the Terms, the Program Rules or any published rule set does not reduce or extinguish it, as Section 21.2 provides.

9. No Capital Contribution; No Loss Liability

9.1 The Company Bears All Losses. All trading losses in the Sub-Account are borne entirely by the Company. The Trader is not liable to the Company for, and shall not be required to pay, reimburse, restore, or guarantee, any trading loss, drawdown, deficit, negative balance, margin call, or liquidation shortfall arising from trading in the Sub-Account.

9.2 Trader Has No Capital at Risk. The Trader has no capital at risk in the Sub-Account. The Trader's sole exposure under this Agreement is the loss of compensation that would have accrued had the Sub-Account been profitable, together with the Company's rights to reduce the Scaling Tier or terminate under Sections 4 and 16.

9.3 Carve-Out. Sections 9.1 and 9.2 do not limit the Trader's liability for losses arising from the Trader's fraud, willful misconduct, intentional violation of Section 10, unauthorized sharing of credentials in violation of Section 3.5, or breach of Section 13, in each case to the extent permitted by applicable law.

10. Trading Conduct and Compliance

10.1 Lawful Trading. The Trader shall trade in compliance with all applicable laws, rules, and regulations, and with the rules of every exchange, market, and clearing organization on which the Trader transacts.

10.2 Prohibited Conduct. The Trader shall not engage in, attempt, or assist any: market manipulation; spoofing, layering, or entry of orders without bona fide intent to execute; wash trading or matched orders; front-running; trading on material non-public information; coordinated or collusive trading with any other trader, whether or not that trader is engaged by the Company; abuse of a platform error, latency, pricing defect, or data defect; or any strategy whose profitability depends on a defect in the Company's or the Broker's systems rather than on market movement.

10.3 No Third-Party Trading. The Trader shall not trade the Sub-Account for the benefit of, at the direction of, or pursuant to a profit-sharing or fee arrangement with any third party, and shall not accept compensation from any person other than the Company in connection with trading in the Sub-Account.

10.4 Cooperation. The Trader shall cooperate promptly and fully with any inquiry by the Company, the Broker, an exchange, or a regulator concerning activity in the Sub-Account, and shall preserve records relevant to any such inquiry.

10.5 Consequences. A violation of this Section is a material breach, permits immediate termination under Section 16.3, permits the Company to void and recover any associated compensation, and is carved out of the loss protections in Section 9.

11. Brokerage Relationship Acknowledgments

11.1 The Account Is the Company's. The brokerage account and the Sub-Account are opened and maintained in the name of the Company. The Trader is not the account holder, not a joint holder, and not a beneficiary.

11.2 The Trader Is Not a Customer of the Broker. The Trader is not a customer or client of the Broker by virtue of this Agreement, has no account relationship with the Broker, and is not entitled to any customer protection, insurance, or account-holder right arising from the Broker's relationship with the Company.

11.3 No Brokerage or Advisory Services by the Company. The Company is not a broker-dealer, investment adviser, futures commission merchant, or commodity trading advisor. The Company does not accept deposits for trading, does not hold customer funds for trading purposes, does not execute securities transactions on behalf of any customer, does not provide investment advice, and does not offer any security or investment to the Trader. This Agreement is an engagement to trade the Company's own capital and is not an investment, a security, or a participation in a pooled vehicle.

11.4 The Sub-Account Holds Only Company Capital. No money of the Trader, and no money of any customer or participant in the Company's evaluation or funded program, is held in, transferred to, pledged to, or available to trade in the Sub-Account or in any brokerage account of the Company. Every dollar in the Sub-Account is the Company's own capital, placed there by the Company. Fees the Company collects for participation in its simulated evaluation program are the Company's revenue on collection and are held and used as general operating funds; they are not segregated for any customer, not held for any customer's benefit, and never routed to the Broker.

11.5 No Guarantee. The Company makes no representation or guarantee as to the availability of the Broker, the platform, market data, or connectivity, or as to the Trader's ability to enter, modify, or exit any position at any time or at any price.

12. Trader Information; Broker Onboarding Consent

12.1 Required Information. Designation as an Authorized Trader requires the Broker to collect and screen identifying information about the Trader. The Trader shall provide, and shall keep current, accurate legal name, date of birth, country of birth, citizenship, residential address, telephone number, email address, government identification, and tax identification information, together with any additional information the Company or the Broker reasonably requires.

12.2 Consent to Transmit. The Trader expressly consents to the Company transmitting the information in Section 12.1, and any supporting documentation, to the Broker and to any successor or additional broker, and to the Broker's processing, screening, and retention of it in accordance with the Broker's own policies and applicable law.

12.3 Eligibility Is Not Guaranteed. Admission to the Live stage is conditioned on the Broker accepting the Trader as an Authorized Trader. The Broker may decline for any reason, including jurisdiction, sanctions screening, or its own risk policies. If the Broker declines, this Agreement terminates automatically under Section 16.2 with no liability of any kind on the part of the Company, and the closures, cancellations, and restrictions that the Trader's acceptance produced under Section 0.2 are reversed under Section 16.7.

12.4 Accuracy. Any material misstatement or omission in information supplied under this Section is a material breach permitting immediate termination under Section 16.3.

13. Confidentiality

13.1 Confidential Information. "Confidential Information" means non-public information of the Company disclosed to or observed by the Trader in connection with this Agreement, including the Risk Parameters and their thresholds, the Company's risk models and monitoring methods, capital allocation methodology, platform architecture, brokerage arrangements and account structure, trader roster, unpublished Program Rules, and the terms of this Agreement other than those the Company itself publishes.

13.2 Obligations. The Trader shall keep Confidential Information confidential, use it solely to perform under this Agreement, and not disclose it to any third party. The obligation survives termination for three (3) years, and indefinitely as to anything that qualifies as a trade secret.

13.3 Exclusions. Confidential Information does not include information that is or becomes public through no act of the Trader, that the Trader lawfully possessed without obligation before disclosure, or that the Trader independently develops without reference to the Company's information. The Trader may disclose Confidential Information to the extent legally compelled, provided the Trader gives the Company prompt notice where lawful.

13.4 Advisors. Nothing in this Section restricts the Trader from disclosing this Agreement or any Confidential Information to the Trader's own attorney, accountant, tax preparer, or financial advisor, provided that person is bound by a professional or contractual duty of confidence. The Trader is not required to notify the Company before doing so. The Trader is encouraged to have this Agreement reviewed by their own counsel before signing it.

13.5 The Trader's Own Experience. Nothing in this Section restricts the Trader from truthfully describing their own experience with the Company, their own trading results, or the published terms of the Program, including to regulators, to prospective counterparties, or publicly. This Agreement does not contain and shall not be construed as a non-disparagement obligation.

13.6 Marks and Endorsement. The Trader shall not use the Company's name or marks in a manner that implies the Company's sponsorship or endorsement of the Trader, or the Company's verification of any performance claim, without the Company's prior written consent. The Trader may accurately state that they trade as an independent contractor for the Company.

14. Company Property; Trading Data

14.1 Trading Records. All order, execution, position, and account records generated in the Sub-Account, and all analytics, statistics, and derived data the Company produces from them, are the Company's property. The Company may use, retain, analyze, and disclose them for risk management, compliance, dispute resolution, model development, and any other lawful business purpose, and may publish them in anonymized or aggregated form.

14.2 Trader's Own Methods. Nothing in this Agreement assigns to the Company any trading strategy, method, or know-how the Trader independently developed and does not disclose to the Company as Confidential Information. The Trader retains the right to trade their own methods elsewhere, for their own account, or for others where the Trader lawfully may and holds every registration or licence that doing so requires, in each case subject to Sections 10.3 and 13. Nothing in this Section permits the Trader to trade for any other person in or through the Sub-Account, to use the Sub-Account or any credential issued for it in connection with any account other than the Sub-Account, or to act in any capacity for which registration or licensing is required without holding it.

14.3 Platform. The Company's platform, software, content, and marks are the Company's property. The Trader receives a limited, revocable, non-exclusive, non-transferable right to use them solely to perform under this Agreement.

15. Representations and Warranties

15.1 Mutual. Each Party represents that it has full power and authority to enter into this Agreement and that this Agreement is a valid and binding obligation of it.

15.2 Trader Representations. The Trader represents and warrants that: (a) the Trader is at least eighteen (18) years old and has legal capacity to contract; (b) all information the Trader provides under Section 12 is true, accurate, and complete; (c) the Trader is not subject to any statutory disqualification, regulatory bar, suspension, or order that would prohibit the Trader from trading securities or options, and is not the subject of any pending proceeding that could result in one; (d) the Trader is not a person or entity with whom transactions are prohibited under applicable sanctions laws, and does not reside in a jurisdiction subject to comprehensive sanctions; (e) the Trader's entry into and performance of this Agreement does not breach any agreement with, or duty owed to, any employer or other person, including any non-compete, non-solicit, or duty concerning confidential information; and (f) the Trader is not acting for or at the direction of any undisclosed third party.

15.3 Continuing Nature. The representations in Section 15.2 are made on the Effective Date and are deemed repeated each day the Trader enters an order in the Sub-Account. The Trader shall notify the Company immediately if any of them ceases to be true.

15.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT IN RESPECT OF THE PLATFORM, THE SUB-ACCOUNT, MARKET DATA, OR CONNECTIVITY.

16. Term and Termination

16.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

16.2 Termination for Convenience or Automatically. The Company may terminate this Agreement at any time, for any reason or no reason, on written notice, effective immediately unless the notice states otherwise. The Trader may terminate this Agreement at any time, for any reason or no reason, in either of two ways: (a) by written notice to the Company at the address in Section 20.7 or by email to the address the Company publishes for legal notices; or (b) by requesting a Payout of the full amount available under Section 8.6, confirmed as Section 8.7.2 requires, which closes the Live Account under Section 8.7. The Company's platform provides no other means of termination, and a request made through any other channel is not notice under this Section. A termination by written notice takes effect when the Company revokes the Trader's order-entry permission and closes the Sub-Account, and in any event no later than five (5) Business Days after the Company receives the notice; until then the Trader remains bound by this Agreement and may continue to trade within the Risk Parameters. A termination under Section 8.7 takes effect when the Company revokes the Trader's order-entry permission on that request. A termination by the Trader is not a breach and is not a termination for cause under Section 16.3, and Section 16.4 applies to it. This Agreement also terminates automatically if the Broker declines or revokes the Trader's designation as an Authorized Trader, or if the Company ceases to maintain a brokerage account permitting authorized traders.

16.3 Termination for Cause. The Company may terminate immediately, without notice, on any material breach by the Trader, including any violation of Sections 3.5, 5, 10, 12, or 13, or any breach of a representation in Section 15.2.

16.4 Effect of Termination. On termination: (a) the Trader's order-entry permission and any credential are revoked; (b) the Company may close all open positions in the Sub-Account at the then-prevailing market, and Section 6.3 applies to those closings; (c) the Company performs a final accounting of Net Trading Profits through the closing of all positions; (d) the Company pays every Payout that became owed under Section 7.5 and is unpaid as of termination, and, unless termination was for cause under Section 16.3, the Trader's share of Net Trading Profits shown by the final accounting, limited to the amount by which the Sub-Account's Equity at the final accounting exceeds the drawdown floor and subject to Sections 8.3 and 8.4; (e) on a termination for cause under Section 16.3, the Company may withhold any unapproved amount to the extent it relates to the conduct giving rise to the termination; and (f) on a termination under Section 8.7, the Payout that closed the Live Account is paid in full under Section 8.2 and is not withheld, reduced, reversed or forfeited because of the termination.

16.5 No Severance. Termination gives rise to no severance, notice pay, damages, or compensation of any kind beyond Section 16.4.

16.6 One Live Account; Consolidation on Acceptance. A Trader holds one Live Account, however many evaluation or funded accounts the Trader held before. Every other account the Trader holds is closed on acceptance of this Agreement, and not when the Company sends the Notice, including every evaluation account, every funded account, any evaluation that has passed but not been activated, and any account within a redemption or reset window. Allocated Capital is determined by reference to the single largest eligible funded account the Trader held on the date of the Notice, and plans are not added together.

16.6.1 Eligible Plan Sizes. Every funded plan size the Company publishes is eligible for advancement: the $25,000, the $50,000, and the $100,000 funded plan. A $100,000 funded plan gives $50,000 of Allocated Capital, $50,000 of entry buying power, and a $5,000 maximum drawdown, which is also its Lock Threshold. A $50,000 funded plan gives $25,000 of Allocated Capital, $25,000 of entry buying power, and a $2,500 maximum drawdown, which is also its Lock Threshold. A $25,000 funded plan gives $12,500 of Allocated Capital, $12,500 of entry buying power, and a $2,000 maximum drawdown, which is also its Lock Threshold. Eligibility means only that a plan size is capable of being advanced. It is not a right to be advanced and not a representation that any Trader will be: admission to the Live stage remains in the Company's sole discretion, and the Company applies the same selection standard at every plan size. The Allocated Capital of a Live Account is smaller than the combined simulated nominal size of the accounts it replaces, and it is real capital.

16.7 Advancement Is Permanent; No Return to the Evaluation Program. The transition to the Live stage is one-way. From the date of the Trader's decision on the Notice, meaning the date the Trader accepts, the date the Trader declines, or the date the Notice expires unanswered, the Trader may not purchase, hold, or trade an evaluation account, whether directly or through any Related Account as that term is defined in the Company's Terms of Service, and may not do so under a different email address. This restriction survives termination of this Agreement for any reason, including a terminal breach at the Live stage. It is lifted, and the closed accounts are restored, only where the Broker declines to accept the Trader as an Authorized Trader under Section 12.3.

16.8 Survival. Sections 0, 1, 3.2, 3.3, 3.4, 7.5, 7.7, 8.2, 8.3, 8.4, 8.7, 8A, 9, 10.4, 10.5, 11, 13, 14, 15, 16.4, 16.5, 16.6, 16.7, 17, 18, 19, 20, and 21 survive termination.

17. Taxes

17.1 Trader Responsibility. The Trader is solely responsible for all taxes on amounts paid under this Agreement. The Company will not withhold income tax, social security, Medicare, unemployment, or any similar amount, except where required by law.

17.2 Documentation. The Trader shall deliver a properly completed Form W-9 or the applicable Form W-8 before the first Payout, and shall promptly deliver an updated form on any change. The Company may withhold any Payout until it holds valid documentation, and may apply backup or treaty withholding where required.

17.3 Reporting. The Company will report amounts paid as required by law, including on Form 1099-NEC where applicable.

18. Limitation of Liability

18.1 Exclusion of Certain Damages. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITY, OR TRADING LOSSES THAT WOULD HAVE BEEN AVOIDED, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

18.2 Cap. THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PAYOUTS ACTUALLY PAID TO THE TRADER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Carve-Outs. Sections 18.1 and 18.2 do not limit the Trader's obligations under Sections 2.4, 9.3, 10, or 13, or either Party's liability for fraud, willful misconduct, or any liability that cannot be limited under applicable law.

18.4 Allocation of Risk. The Parties acknowledge that the limitations in this Section reflect an agreed allocation of risk, that they are a material inducement to the Company's willingness to allocate its own capital, and that the compensation structure in Section 7 was set in reliance on them.

19. Dispute Resolution

19.1 Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles.

19.2 Informal Resolution. Before commencing any proceeding, the complaining Party shall give the other Party written notice describing the dispute and shall negotiate in good faith for thirty (30) days.

19.3 Arbitration. Any dispute not resolved under Section 19.2 shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Sheridan County, Wyoming, or conducted remotely by agreement. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 No Class Proceedings. Each Party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

19.5 Jury Waiver. To the extent any dispute proceeds in court, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

19.6 Equitable Relief. Notwithstanding Section 19.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect Confidential Information or intellectual property pending arbitration.

19.7 Limitations Period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after it accrues, to the extent permitted by applicable law.

20. General

20.1 Entire Agreement. This Agreement, together with the Program Rules and the documents it incorporates, is the entire agreement between the Parties concerning the Live stage and supersedes all prior discussions and understandings concerning it.

20.2 Order of Precedence. This Agreement governs the Live stage. The Company's published Terms of Service govern the evaluation and funded (simulated) stages and continue to apply to the Trader's participation in those stages. If this Agreement conflicts with the Terms of Service as they apply to the Live stage, or with the Program Rules, this Agreement governs. The Program Rules supply the rule values this Agreement leaves to them, such as the daily loss limit for each plan size, the minimum Payout and the permitted instruments.

20.3 Amendment. The Company may amend the Program Rules and the Risk Parameters as provided in Section 5.2, and may amend the Terms, the Program Rules, and any published rule set as provided in Section 21. Any amendment to this Agreement itself must be in writing and signed by both Parties, except that the Company may amend it on thirty (30) days' written notice, in which case the Trader's sole remedy if the Trader objects is to terminate under Section 16.2 before the amendment takes effect.

20.4 Assignment. The Trader may not assign or delegate this Agreement, in whole or in part, by operation of law or otherwise. This Agreement is personal to the Trader. The Company may assign it to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets.

20.5 No Waiver. No failure or delay in exercising any right operates as a waiver of it, and no single or partial exercise precludes any further exercise.

20.6 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder of this Agreement remains in full force.

20.7 Notices. Notices to the Company shall be sent to Options Funding LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, and by email to the address the Company publishes for legal notices. Notices to the Trader may be sent to the address or email address on file, and email notice is effective on transmission absent bounce.

20.8 Counterparts and Electronic Signature. This Agreement may be executed in counterparts and delivered electronically. The Parties consent to the use of electronic records and electronic signatures, which have the same legal effect as handwritten signatures under the federal ESIGN Act and applicable state law.

20.9 Acknowledgment. The Trader acknowledges having read this Agreement in full and having had the opportunity to consult independent counsel, and understands in particular that the Trader owns no part of the Sub-Account or the capital in it, has no withdrawal right, and is compensated solely by a share of realized Net Trading Profits.

21. Published Rules; Suspension for Cause; Earlier Agreements

21.1 Prospective Amendment. The Company may amend the Terms, the Program Rules, and any published rule set at any time and in its sole discretion, including for risk, compliance, legal, brokerage, or business reasons. An amendment takes effect when posted with a stated effective date, or on the date stated in a notice. Continued use of the Services or of any account after the effective date constitutes acceptance.

21.2 Vested Rights Carve-Out. An amendment does not apply to a payout request properly submitted and pending before the effective date, to a decline settlement already owed under Section 8A, or to a Live Trader Agreement already executed. Each is governed by the rules in effect when it arose.

21.3 Suspension and Termination for Cause. Separately and at any time, the Company may suspend or close any account, halt trading, or withhold a payout pending investigation where it reasonably believes there has been a rule violation, manipulation of the simulated environment, prohibited trading, fraud, chargeback activity, identity misuse, or where a legal, brokerage, or regulatory requirement applies. No notice period applies.

21.4 Earlier Live Trader Agreement. If the Trader has signed an earlier Live Trader Agreement with the Company, this Agreement replaces it from the Effective Date, and the earlier agreement continues to govern everything that arose before the Effective Date, including a payout request submitted before the Effective Date and still pending on it, and a decline settlement already owed under Section 8A.

21.5 Accrued Rights. Nothing in this Agreement reduces, forfeits, defers or recalculates any amount that accrued to the Trader before the Effective Date, or makes conduct before the Effective Date a breach if it complied with the terms then in force.

SIGNATURES

OPTIONS FUNDING LLC

By: _______________

Printed Name: _______________

Title: _______________

Date: _______________

TRADER

By: _______________

Printed Name: _______________

Date: _______________