DEXIMA LICENSE AGREEMENT

Last updated: April 6, 2026
Version: 2.4

This License Agreement ("Agreement") serves as a legal contract governing your access to and use of the Dexima ATS platform ("Dexima ATS", the "Platform"), between you ("User") and Dexima Software LLC ("Dexima", "Company", "we", "us"). By accessing, registering for, or using the Platform in any manner, User agrees to be legally bound by the terms of this Agreement. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms, and references to "User" shall include such entity. More information is available on the Dexima Software LLC website.

1. Nature of the Service (Server-Side SaaS)

This section defines the nature of the service as a server-side Software-as-a-Service (SaaS) platform.

1.1 Dexima ATS operates exclusively as a server-side SaaS platform.

1.2 All core functions, including trading strategies, algorithms, risk management, and machine learning models, run solely on servers controlled by Dexima.

1.3 Users do not install or execute any software or source code on their local devices.

2. License Grant and Scope

2.1 Limited License: Subject to User's strict compliance with this Agreement, Dexima grants User a personal, limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for its intended purpose.

2.2 Service-Only Access: This Agreement provides a license to access the Platform as a service. No ownership, interest, title, or intellectual property rights in the software, underlying code, proprietary algorithms, or data whatsoever is transferred to the User under this Agreement and/or in connection with the Licence granted to the user under this Agreement.

2.3 Reservation of Rights: Dexima reserves all rights, titles, and interests not expressly granted in this Agreement. Any unauthorized use of the Platform or its components is strictly prohibited.

3. Intellectual Property Rights

3.1 Exclusive Ownership: All Intellectual Property (IP) associated with the Platform remains the sole and exclusive property of Dexima Software LLC. This includes, but is not limited to:

3.2 Proprietary Technology: Source code, system architecture, and optimization workflows.

3.3 Trading Intelligence: Proprietary trading strategies, algorithms, Machine learning models, feature engineering logic, fitness functions, and heuristics.

3.4 Platform Assets: Databases, dashboards, user interface (UI) elements, and visual designs.

3.5 Legal Protection: Any assets listed above are protected under the applicable intellectual property laws of the United States, Canada, the European Union, and Ukraine, as well as international treaties, including the Berne Convention.

3.6 No Transfer of Rights: Nothing in this Agreement shall be construed as a transfer of any IP rights to the User. Access to the Platform is granted strictly as a service, and any attempt to claim ownership, reverse-engineer, or misappropriate Dexima's IP is strictly prohibited.

4. Proprietary Algorithms and Trade Secrets

4.1 Confidential Nature: The Dexima ATS incorporates highly confidential and proprietary information, including but not limited to proprietary trade secrets, specialized algorithms, and unique optimization logic.

4.2 Legal Protection and Compliance: Dexima maintains rigorous technical, organizational, and contractual safeguards to protect its trade secrets in accordance with international legal standards, including:

4.3 The U.S. Defend Trade Secrets Act (DTSA).

4.4 EU Directive (EU) 2016/943 on the protection of undisclosed know-how and business information.

4.5 Canadian common law and applicable statutory protections.

4.6 Civil Code of Ukraine regarding intellectual property and commercial secrets.

4.7 The Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents, as applicable to the protection of confidential business information.

4.8 Non-Disclosure of Logic: User acknowledges and agrees that the Platform's internal decision-making logic is a protected commercial secret. User is strictly prohibited from attempting to infer, deconstruct, or reconstruct any underlying logic, workflows, or mathematical models used by the Platform.

5. Usage Restrictions

User shall not, directly or indirectly:

5.1 Unauthorized Distribution: Copy, reproduce, redistribute, modify, sell, lease, sublicense, or otherwise commercially exploit the Platform or its underlying technology.

5.2 Reverse Engineering: Decompile, disassemble, or reverse engineer the Platform, nor attempt to derive its source code, proprietary algorithms, strategies, or internal logic.

5.3 Intellectual Property Harvesting: Extract, reconstruct, or replicate the Platform's trading signals, decision rules, or optimization parameters through data scraping, signal analysis, statistical inference, or systematic observation.

5.4 Competitive Use: Utilize any Platform outputs—including analytics, performance reports, or trade signals—to develop, train, validate, or operate any competing financial software, trading system, or optimization engine.

5.5 Security Interference: Circumvent or bypass access controls, usage limits, authentication protocols, or any technical safeguards designed to protect the Platform.

5.6 Automated Extraction: Use "bots," "spiders," or automated scripts to harvest data from the Platform for the purpose of creating derivative datasets or external databases.

5.7 Unauthorized Disclosure: Share, publish, disclose, or transmit to any third party any Platform outputs, analytics, performance reports, trading signals, or proprietary information derived from or generated by the Platform, except as expressly permitted by Dexima in writing.

5.8 Circumvention of Geographic Restrictions: Access the Platform from a jurisdiction where such access is prohibited by applicable law, or use any means to mask or misrepresent User's location.

5.9 Violation of Applicable Laws: Use the Platform in any manner that violates applicable federal, provincial, state, or international laws, including but not limited to securities laws, anti-money laundering statutes, and sanctions regulations.

6. Disclaimers and Intellectual Property Ownership

6.1 Informational Use Only: All parameters, reports, analytics, optimization results, and visual outputs generated by the Platform are provided strictly for informational and demonstration purposes.

6.2 Exclusive Ownership by Dexima: All underlying intellectual property, including algorithms, models, optimization pipelines, and scoring systems, remains the exclusive property of Dexima, irrespective of user inputs, configurations, or parameters utilized.

6.3 No User Equity or Derivative Rights: Users do not acquire any ownership interest, equity, or derivative rights in any trained models, intermediate results, or internal evaluation logic provided via the Platform.

7. Regulatory and Risk Disclosure

7.1 Technology Platform Only: Dexima ATS operates strictly as a technology platform. It is not registered as a broker, dealer, exchange, or investment advisor.

7.2 No Professional Advice Provided: Dexima does not offer investment, financial, tax, or legal advice. Users are solely responsible for their investment decisions and should consult with qualified professionals.

7.3 Inherent Trading Risks: Trading in financial and digital asset markets involves substantial risk, including the high possibility of losing all invested capital. Users must be prepared for this risk.

7.4 No Guarantee of Future Results: Past performance, simulations, any backtests, or optimization results are not indicative of, nor do they guarantee, future outcomes. Actual results may vary significantly.

7.5 Regulatory Compliance Responsibility: User is solely responsible for ensuring that User's use of the Platform and any trading activities conducted in connection therewith comply with all applicable laws and regulations in User's jurisdiction, including but not limited to securities laws, anti-money laundering and counter-terrorism financing requirements (AML/CTF), and sanctions compliance. Dexima makes no representation that the Platform is appropriate for use in all jurisdictions.

7.6 Jurisdictional Restrictions: The Platform is not directed at, and is not intended for distribution to or use by, any person in any jurisdiction where such distribution or use would be contrary to local law or regulation, or that would subject Dexima to any registration or licensing requirement within such jurisdiction. Users accessing the Platform from jurisdictions where the content is illegal are doing so at their own risk and are responsible for compliance with local laws.

7.7 Canadian Securities Disclaimer: In Canada, Dexima is not registered as an investment dealer, portfolio manager, or adviser in any province or territory. The Platform does not constitute a distribution of securities and is not intended to constitute an offer to sell or a solicitation of an offer to buy any security. Users in Canada should be aware of the inherent risks of trading and should consult with a registered investment professional.

7.8 AI and Algorithmic Disclosure: The Platform utilizes artificial intelligence, machine learning, and algorithmic processes to generate outputs. These technologies are inherently subject to errors, biases, and limitations. Users acknowledge that AI-generated outputs should not be relied upon as the sole basis for investment decisions.

8. Strategy Lifecycle Manager (Core Feature Disclosure)

8.1 Feature Description: The Platform incorporates an automated Strategy Lifecycle Manager ("LCM") system designed to manage and optimize trading performance autonomously. The LCM may dynamically adjust trading strategies, perform periodic re-optimizations, modify technical parameters, and execute automated lifecycle actions—including pausing, restarting, or replacing active strategies—without prior notice or manual intervention by the User.

8.2 Discretionary Adjustments: User acknowledges that such adjustments are based on internal proprietary models, heuristics, and artificial intelligence systems. These automated actions may materially affect trading behavior, execution frequency, and overall financial outcomes.

8.3 Performance and Continuity: Dexima does not guarantee the performance stability, profitability, or continuity of any specific strategy managed by the LCM. Strategies are not static and are subject to modification or removal at any time at Dexima's sole discretion. Users acknowledge that past configurations may be changed or removed without notice.

9. Bot Automation and Execution Risks

9.1 Execution Vulnerabilities: Automated trading via bots involves inherent technical risks. User acknowledges that the Platform may experience system delays, latency issues, execution timing discrepancies, software bugs, or unexpected technical behavior.

9.2 Connectivity and API Failures: Bot execution is dependent on stable connectivity with third-party exchanges. Dexima is not liable for failures resulting from API outages, degraded exchange connectivity, or infrastructure crashes that may lead to missed trades, duplicate orders, or incorrect order execution.

9.3 Real-Time Management: In certain market conditions or during technical failures, the Platform may be unable to close or manage positions in real time. Dexima does not warrant that bot execution will be uninterrupted, timely, secure, or error-free.

9.4 Assumption of Risk: User accepts full responsibility for all outcomes of automated execution. All trading decisions made via the Platform, and the resulting financial consequences, remain the sole responsibility of the User.

9A. Execution Timing and Response Limitations

9A.1 No Guaranteed Real-Time Response: Dexima does not warrant or guarantee immediate reaction, real-time intervention, or the instant stopping of bots, trades, or automated strategies. User acknowledges that the Platform operates as an automated secondary layer and is not designed for synchronous, real-time manual oversight or guaranteed immediate responsiveness.

9A.2 Factors Contributing to Latency: User acknowledges that execution delays, timing discrepancies, and instructions failing to execute at the intended moment may occur due to factors including, but not limited to: (a) system latency and internal processing queues; (b) third-party API response times and rate limits; (c) network congestion and connectivity conditions; (d) cloud infrastructure limitations; and (e) periods of high market volatility where exchange-side execution is decelerated or rejected.

9A.3 Failure to Intervene: Dexima shall not be liable for the failure of the Platform to stop a bot, close a position, or cancel an order within a specific timeframe. The Platform may execute delayed, outdated, or "stale" instructions if such delay is caused by the factors described in Section 9A.2.

9A.4 No Monitoring Obligation: Dexima has no obligation to provide real-time monitoring of User’s active bots, nor does it guarantee that technical staff will intervene instantly to correct execution failures or anomalous bot behavior. All automated execution control is provided "as is" with no guarantee of immediate manual override functionality.

9A.5 Comprehensive Liability Disclaimer for Timing: To the maximum extent permitted by law, Dexima expressly disclaims all liability for financial losses, missed opportunities, or damages of any kind caused by delayed reactions, the inability to terminate trades in time, execution latencies (including delays in processing user-initiated commands), or forced execution outcomes (including but not limited to liquidation events, margin calls, or forced position closures) occurring during both normal and extreme market conditions. The Platform does not function as a fail-safe or loss prevention mechanism, and User assumes all risks associated with the non-instantaneous nature of automated execution via web-based APIs.

10. Third-Party Dependency and Exchange Risk

10.1 External Dependencies: The Platform relies on integration with third-party services, including but not limited to cryptocurrency and CFD exchanges (e.g., Bybit, Binance, NDAX, Capital.com), external APIs, market data providers, and cloud infrastructure services.

10.2 Control Limitations: Dexima exercises no control over the availability, stability, or internal operations of third-party exchanges or their APIs. Dexima is not responsible for execution conditions, order matching logic, liquidity, or slippage experienced on third-party platforms.

10.3 Failure Events: User acknowledges that third-party failures—including API downtime, rejected or delayed orders, incorrect or missing data feeds, or exchange-side liquidations—are outside of Dexima's control and may happen at any time.

10.4 Non-Liability for Third Parties: Dexima shall not be liable for any losses, damages, or costs arising from the act, omission, or failure of any third-party service provider. All risks associated with third-party systems are fully assumed by the User.

11. API Credentials, Account Access, and Security Responsibility

11.1 User-Provided API Credentials: In order to enable automated trading functionality, the User may provide Dexima with API credentials, including but not limited to API keys, secret keys, and related authentication data associated with third-party exchange accounts.

11.2 Authorized Use of Credentials: The User expressly authorizes Dexima to use such API credentials solely for the purpose of executing automated trading operations on the User’s behalf through supported third-party exchanges.

11.3 No Custody of Assets: Dexima does not at any time take custody of, hold, or control User funds. All digital assets and balances remain exclusively within the User’s account at the respective third-party exchange.

11.4 Security Measures and Limitations: Dexima implements commercially reasonable technical and organizational safeguards designed to protect API credentials. However, the User acknowledges that no system, infrastructure, or security mechanism can be guaranteed to be fully secure or free from vulnerabilities.

11.5 User Responsibility for API Configuration: The User is solely responsible for: (a) configuring appropriate API permissions, including disabling withdrawal rights where applicable; (b) maintaining the security of their exchange account credentials; (c) monitoring all activity conducted via API access; (d) immediately revoking or regenerating API credentials in the event of suspected compromise.

11.6 Risk of Unauthorized Access: The User acknowledges that unauthorized access, credential compromise, or security breaches may occur due to factors beyond Dexima’s control, including but not limited to phishing attacks, malware, user negligence, or vulnerabilities within third-party systems.

11.7 No Liability for API Misuse or Breach: Dexima shall not be liable for any loss, damage, unauthorized transactions, or account compromise arising from: (a) misuse or improper configuration of API credentials; (b) failure to restrict API permissions (including withdrawal access); (c) security breaches affecting User accounts or third-party systems; (d) unauthorized access resulting from User-side actions or external threats.

11.8 Third-Party Execution Control: All trade execution, order matching, account operations, and asset custody are performed by third-party exchanges. Dexima does not control, verify, or guarantee the execution quality, availability, or security of such third-party systems.

11.9 Delegated Access Model: The User acknowledges that Dexima operates under a delegated API access model. Dexima acts strictly as a technical intermediary executing instructions via exchange APIs and does not assume any fiduciary duty, brokerage role, or custodial responsibility.

12. Copy Trading and Multi-Account Risk Disclosure

12.1 Operational Risks: Use of the Platform across multiple accounts, including strategy mirroring, signal replication, or copy trading setups, involves significant operational risks and technical complexities.

12.2 Execution Discrepancies: Due to variations in regional latency, exchange-side processing speed, and market liquidity at the time of execution, results may differ materially between accounts even when following identical strategies. Dexima does not guarantee synchronization or identical outcomes across multiple accounts.

12.3 Inconsistent Performance: Performance achieved in one account does not guarantee similar results in another. User assumes full responsibility for the configuration, monitoring, and management of multi-account or copy trading setups and bears all risks of inconsistent execution and financial loss.

13. Account Suspension and Termination

13.1 Grounds for Suspension or Termination: Dexima reserves the right, in its sole discretion, to immediately suspend or terminate User's access to the Platform without prior notice if:

Material Breach: User violates any provision of this Agreement or the Platform's Acceptable Use Policy.
Illegal Activity: Unlawful use, fraudulent activity, or unauthorized access is detected or reasonably suspected.
Regulatory & Compliance Risk: Continued provision of the Platform to User poses a legal, regulatory, or reputational risk to Dexima.
Platform Integrity: User's use of the Platform (including hyperactive API requests or automated scraping) threatens the security, stability, or integrity of Dexima's systems.

13.2 Effect of Termination: Upon termination of User's account for any reason:

License Cessation: All licenses and usage rights granted under this Agreement shall immediately and automatically cease.
Data Access: User's right to access any data, reports, or optimization results stored on the Platform will be revoked. Dexima shall have no obligation to retain or provide User with any data, outputs, or records following termination.
Survival: All provisions of this Agreement which by their nature should survive termination—including ownership rights, confidentiality obligations, risk disclosures, indemnification obligations, and limitations of liability—shall remain in full force and effect.

13.3 Post-Termination Obligations: Upon termination, User shall immediately: (a) cease all use of the Platform and any Dexima intellectual property; (b) destroy or return all confidential information, documentation, and materials obtained through use of the Platform; and (c) certify in writing, upon Dexima's request, that User has complied with these post-termination obligations.

14. Billing, Cancellation, and Refunds

14.1 Subscription Period and Commencement: Access is provided on a recurring subscription basis. The initial subscription period is one (1) month, commencing immediately upon successful payment authorization or account activation, and automatically renews monthly thereafter until explicitly cancelled.

14.2 Automatic Renewal and Carry-Over:

a) Payment and Renewal: Payments for subsequent periods are automatically processed using the User's designated payment method on the renewal date, extending the subscription term accordingly.

b) Account Credits and Overpayments: Any overpayment or excess funds in the User's account balance will be automatically applied as a credit toward future billing cycles.

c) Non-Expiring Credits: Separately purchased "extra credits" (e.g., for additional optimizations or backtests) remain available for use until consumed, provided the account is active and in good standing, unless explicitly stated otherwise at the time of purchase.

14.3 Strict No Refund Policy:

a) Final Fees: All fees, charges, and payments are final and non-refundable, regardless of usage.

b) Access Upon Cancellation: If a User cancels their subscription, access to the Platform and its services will continue without interruption until the end of the current, pre-paid billing period.

c) No Prorated Refunds: No partial refunds, credits, or compensation will be issued for any unused time, data quotas, or unconsumed credits due to early cancellation or account inactivity.

d) Consumer Refund Rights: Notwithstanding the foregoing, if User is a Consumer as defined under the laws of User's jurisdiction (including under the Canadian Consumer Protection Acts or equivalent provincial legislation), User may be entitled to certain statutory refund rights that cannot be waived by contract. In such cases, the applicable statutory provisions shall prevail to the extent of any conflict.

14.4 Chargebacks and Disputed Payments: In the event User initiates a chargeback or payment dispute that Dexima reasonably determines to be without merit, Dexima reserves the right to immediately suspend User's account and pursue recovery of all fees owed, together with any costs incurred in connection with such dispute, including reasonable legal fees.

15. Disclaimer of Warranties

15.1 "As Is" and "As Available" Basis: The Platform, including all features, algorithms, data, and outputs, is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, Dexima expressly disclaims all warranties of any kind, whether express, implied, or statutory.

15.2 Comprehensive Disclaimer: This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

15.3 Accuracy and Connectivity: Dexima makes no warranty that: the Platform will meet User's specific requirements or expectations; the Platform will be uninterrupted, timely, secure, or error-free; the results or data obtained from the Platform (including backtesting and optimization results) will be accurate, reliable, or complete; or any errors in the software or algorithms will be corrected.

15.4 External Factors: No advice or information, whether oral or written, obtained by you from Dexima or through the Platform shall create any warranty not expressly stated in this Agreement. You assume all risk for any damage to your computer system or loss of data that results from the use of the Platform.

16. Limitation of Liability

16.1 Exclusion of Certain Damages: To the maximum extent permitted by applicable law (including applicable EU and UK consumer protections), Dexima, its affiliates, officers, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages. This includes, without limitation, damages for loss of profits, loss of trading capital, loss of data, business interruption, or reputational harm, even if Dexima has been advised of the possibility of such damages.

16.2 Trading and Data Risks: Dexima shall not be held liable for any financial losses incurred based on the use of the Platform outputs, including but not limited to backtesting inaccuracies, optimization errors, or execution failures. You acknowledge that all trading decisions are made at your own risk.

16.3 Aggregate Liability Cap: In no event shall Dexima's total aggregate liability for all claims arising out of or related to this Agreement—whether in contract, tort, or otherwise—exceed the total amount of fees paid by you to Dexima during the three (3) month period immediately preceding the event giving rise to the claim.

16.4 Statutory Exceptions: Nothing in this Agreement is intended to exclude or limit liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under mandatory applicable law.

16.5 User Indemnification: User agrees to indemnify, defend, and hold harmless Dexima, its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to: (a) User's breach of this Agreement; (b) User's use or misuse of the Platform; (c) User's violation of any applicable law, regulation, or third-party right; (d) any third-party claims relating to User's trading activities or investment decisions; (e) any inaccurate or misleading information provided by User; or (f) any unauthorized access to the Platform using User's credentials. This indemnification obligation shall survive termination of this Agreement.

16.6 Notification of Claims: User shall promptly notify Dexima in writing of any claim subject to indemnification hereunder and shall cooperate fully with Dexima in the defense of such claim. Dexima reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by User.

17. Governing Law and Jurisdiction

17.1 Primary Governing Law: This Agreement and any disputes arising from or relating to its subject matter shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

17.2 Forum Selection: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Toronto, Ontario, Canada. User hereby irrevocably consents to the personal jurisdiction and venue therein and waives any objection based on inconvenient forum.

17.3 Consumer Protection Overlay: Notwithstanding Section 17.1, if you are a "Consumer" as defined by the laws of your jurisdiction (including Ukraine, EU Member States, Canada, or the USA), you shall benefit from any mandatory protections afforded to you by the laws of your country of residence. Nothing in this Agreement shall affect your right to rely on such mandatory consumer protection provisions.

17.4 Alternative Dispute Resolution (EU/UK Only): For Users residing in the European Union, the European Commission's Online Dispute Resolution (ODR) Platform is available as an alternative venue for resolving disputes without the need for court intervention.

17.5 Arbitration Option: At Dexima's sole election, any dispute, controversy, or claim arising out of or relating to this Agreement may be submitted to binding arbitration in accordance with the ADR Institute of Canada's Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, and the arbitration shall be conducted in the English language. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

17.6 Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. User waives any right to participate as a plaintiff or class member in any purported class action, collective action, or representative proceeding.

18. Amendments and Modifications

18.1 Right to Amend: Dexima reserves the right to update or modify this Agreement at any time to reflect changes in the law, regulatory requirements, the Platform features, or business practices. The "Last Updated" date at the top of this Agreement will indicate when the latest revisions were made.

18.2 Notice of Material Changes: In the event of a material change that significantly affects your rights or obligations, Dexima will provide notice at least thirty (30) days in advance via the Platform interface, an email to your registered account, or a prominent notice on our website.

18.3 Acceptance of Terms: Your continued access to or use of the Platform following the effective date of any changes constitutes your binding acceptance of the updated Agreement. If you do not agree to the modified terms, you must cease using the Platform and cancel your subscription immediately.

18.4 Explicit Consent: For specific high-impact updates (such as changes to data processing or financial risk disclosures), Dexima may require you to provide renewed explicit consent (e.g., clicking "I Agree") before further access to the Platform is granted.

19. Contact Information and Notices

19.1 General Inquiries: For questions regarding this Agreement, the Platform, or your subscription, please contact us via the following channels:

Entity: Dexima Software LLC

Electronic Mail: info@dexima.com.ua

19.2 Support Response Time: Dexima endeavors to respond to all inquiries within three (3) business days; however, response times may vary depending on the complexity of the request.

19.3 Legal Notices: All legal notices, including notices of dispute, subpoenas, or formal legal correspondence, must be sent to: Dexima Software LLC, Legal Department, [Insert Registered Office Address], or via email to legal@dexima.com.ua. Notices sent by email shall be deemed received on the next business day following transmission. Notices sent by registered mail shall be deemed received five (5) business days after mailing.

20. Data Protection and Privacy

20.1 Collection and Use of Personal Information: Dexima collects and processes personal information in accordance with its Privacy Policy, which is incorporated herein by reference. By using the Platform, User consents to the collection, use, and disclosure of User's personal information as described in the Privacy Policy.

20.2 Canadian Privacy Law Compliance: Dexima processes personal information in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Users have the right to access, correct, and request deletion of their personal information, subject to applicable legal exceptions.

20.3 International Data Transfers: User acknowledges that personal information may be transferred to and processed in jurisdictions outside of User's country of residence, including Canada, the United States, and Ukraine. Dexima implements appropriate safeguards to protect personal information in accordance with applicable data protection laws.

20.4 GDPR Compliance (EEA Users): For Users located in the European Economic Area, Dexima processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR). Users have rights including access, rectification, erasure, restriction of processing, data portability, and the right to object to processing. For GDPR-specific inquiries, contact privacy@dexima.com.ua.

20.5 Data Retention: Dexima retains personal information only for as long as necessary to fulfill the purposes for which it was collected, or as required by applicable law. Upon termination of User's account, Dexima may retain certain information as required for legal, regulatory, or legitimate business purposes.

21. Confidentiality

21.1 Confidential Information: User acknowledges that, in connection with use of the Platform, User may have access to confidential and proprietary information of Dexima, including but not limited to trade secrets, algorithms, business strategies, customer lists, pricing information, and technical data ("Confidential Information").

21.2 Non-Disclosure Obligation: User agrees to: (a) maintain the confidentiality of all Confidential Information; (b) not disclose Confidential Information to any third party without Dexima's prior written consent; (c) use Confidential Information solely for the purpose of using the Platform as authorized under this Agreement; and (d) implement reasonable security measures to prevent unauthorized access to or disclosure of Confidential Information.

21.3 Exceptions: The obligations under this Section 21 shall not apply to information that: (a) is or becomes publicly available through no fault of User; (b) was rightfully in User's possession prior to disclosure by Dexima; (c) is independently developed by User without reference to Confidential Information; or (d) is required to be disclosed by law, provided User gives Dexima prompt notice and cooperates with any effort to obtain protective treatment.

21.4 Duration: The confidentiality obligations under this Section 21 shall survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets.

22. Export Compliance and Sanctions

22.1 Export Controls: User acknowledges that the Platform and related technology may be subject to export control laws and regulations of Canada, the United States, and other jurisdictions. User agrees not to export, re-export, or transfer the Platform or any technical data in violation of applicable export control laws.

22.2 Sanctions Compliance: User represents and warrants that User is not: (a) located in, or a national or resident of, any country subject to comprehensive trade sanctions; (b) listed on any government list of prohibited or restricted parties, including the Canadian Consolidated Autonomous Sanctions List, the U.S. Treasury Department's Specially Designated Nationals List, or the U.S. Commerce Department's Entity List; or (c) owned or controlled by, or acting on behalf of, any such person or entity.

22.3 AML Compliance: User agrees to comply with all applicable anti-money laundering laws and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and equivalent legislation in other jurisdictions.

23. Force Majeure

23.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, shortages of transportation or energy, failure of third-party telecommunications or power supply, cyberattacks, or government actions ("Force Majeure Event").

23.2 Upon occurrence of a Force Majeure Event, the affected party shall promptly notify the other party and shall use reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

24. General Provisions

24.1 Entire Agreement: This Agreement, together with the Privacy Policy and any other documents incorporated by reference, constitutes the entire agreement between User and Dexima with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral.

24.2 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

24.3 Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Dexima's failure to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce such provision in the future.

24.4 Assignment: User may not assign or transfer this Agreement or any rights or obligations hereunder without Dexima's prior written consent. Dexima may assign this Agreement in whole or in part to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

24.5 Third-Party Beneficiaries: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement, except that Dexima's affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of the indemnification and limitation of liability provisions.

24.6 Headings: The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

24.7 Language: The parties have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont expressément demandé que la presente convention et tous les documents qui s'y rapportent soient rédigés en anglais.