Master AI Bot Developer / Author Agreement

This Master AI Bot Developer / Author Agreement (the "Agreement") is between ELIBRI LTD., registration no. 2026-00305, of c/o ADCO Incorporated, #10 Manoel Street, Castries, Saint Lucia ("ELIBRI"), and the person or entity that accepts it and registers a developer profile (the "Developer").

The Agreement takes effect on electronic acceptance, signature, publication of a Bot, or receipt of the first payment, whichever occurs first. A person acting for an entity confirms authority to bind it.

The Developer creates, supplies, maintains, or lists one or more AI Bots, and ELIBRI supplies the technical environment, user access, payment, moderation, and other Platform functions.

Each Bot is governed by this Agreement; its listing or Order stating the title, revenue share, price, and additional terms (the "Commercial Terms"); Platform rules; and applicable AI, data, and payment-provider terms. Commercial Terms prevail only for the specific commercial point they expressly vary.

The Developer is an independent contractor and controls the methods, place, and time of work, subject to technical requirements, deadlines, and rules. This Agreement does not create employment, partnership, joint venture, franchise, representation, or agency.

• The Developer may not bind ELIBRI, collect money for ELIBRI, or make statements about ELIBRI licences or guarantees.
• The Developer supplies its own equipment, personnel, permits, insurance, accounting, and tax compliance.
• The Developer has no right to leave, benefits, equity, or payments other than the remuneration stated in this Agreement.

The Developer must provide an accurate description of the Bot, sources, AI models, functions, limits, costs, data processing, statistical methodology, and risks. ELIBRI may conduct technical, content, security, IP, data, and regulatory review before and after publication.

Approval does not confirm legal compliance or release the Developer from liability. ELIBRI is not required to publish, promote, or retain a Bot and may require remediation, testing, documentation, version records, or an incident plan.

• The Developer must maintain compatibility, security, and stated functionality.
• Material changes to sources, models, pricing, data, functions, or risks require advance notice and, on request, renewed moderation.
• A critical vulnerability, breach, unlawful Output, or provider violation must be reported without undue delay and no later than 24 hours after discovery.

User access may be free or paid. The Developer may propose a price, but ELIBRI sets or approves price limits, currency, taxes, discounts, period, trial, payment methods, and refund rules.

The Commercial Terms select one share of Bot Net Revenue: (a) 50% to the Developer and 50% to ELIBRI; or (b) 70% to the Developer and 30% to ELIBRI. The 70% rate applies only after written or electronic activation by ELIBRI and is not retroactive.

"Bot Net Revenue" means funds actually received by and unconditionally available to ELIBRI that are directly attributable to access to the Bot, less:

• VAT, sales tax, withholding, and other transaction taxes ELIBRI must remit;
• refunds, cancellations, chargebacks, fraud losses, and user credits;
• payment-provider, card, bank, blockchain-network, and conversion fees;
• affiliate payments directly attributable to the Bot sale;
• variable AI-model and licensed-data costs directly measured for the Bot; and
• discounts and promotion codes actually applied to the Bot sale.

General ELIBRI overhead is not deducted unless the Commercial Terms expressly state otherwise. Revenue from a general subscription is allocated under the attribution method shown in the developer account, using actual usage, purchases, or another objective measure.

The accounting period is each calendar quarter. ELIBRI will issue a statement and pay confirmed remuneration within 45 calendar days after quarter-end, subject to completed KYC/KYB, required tax information, and an available payout method through UniPayment or another designated provider.

• The statement shows Bot Net Revenue, principal deductions, the applicable rate, and the amount payable.
• A dispute must be submitted within 30 days after the statement. This does not prevent correction of manifest error or fraud.
• ELIBRI may withhold or set off refunds, chargebacks, overpayments, taxes, verified loss, or amounts that law or a provider prohibits ELIBRI from paying.
• If payment fails because of Developer data or account status, the amount carries forward. After 12 months of inactivity, applicable unclaimed-property rules apply.

The Developer is responsible for declaring and paying taxes, contributions, and charges on remuneration. ELIBRI may withhold tax where required by law and will provide available evidence of withholding.

The Developer must provide accurate identity, beneficial-owner, address, tax-residence, payment-recipient, and rights information. Refusal or inconsistency may suspend publication and payment.

ELIBRI and its licensors retain all rights in the Platform, code, architecture, interface, brand, system instructions, common tools, moderation, billing, aggregated analytics, usage statistics, and improvements created independently of Developer Materials.

The Developer receives no rights in ELIBRI source code, business model, users, domains, trade marks, or confidential materials except the limited access needed to perform this Agreement.

The Developer retains rights in code, system prompts, knowledge bases, Bot design, documentation, and other original materials created before or independently of this Agreement ("Developer Materials"), unless the Commercial Terms expressly provide for assignment.

For the listing period, the Developer grants ELIBRI a worldwide, non-exclusive, transferable to affiliates and contractors, sublicensable-to-users licence to host, store, run, reproduce, adapt for compatibility and security, translate, display, distribute, promote, and commercially use Developer Materials within the Platform. Licence remuneration is included in payments under this Agreement.

After termination, ELIBRI may continue service for prepaid periods for up to 90 days and retain archival copies indefinitely for law, evidence, security, and backup recovery, without new commercial use.

If a separate Order assigns rights, exclusive economic rights transfer to ELIBRI after full payment for that Order to the maximum extent permitted by law. Non-transferable moral rights remain, but the Developer gives all lawful consents to editing, combination, translation, and use without attribution unless the Order states otherwise.

The Developer must maintain a list of AI models, APIs, datasets, libraries, open-source software, and other third-party components, including licences, versions, and restrictions. A component must not be included if it requires disclosure of proprietary ELIBRI code, prohibits commercial use, prevents user sublicensing, or otherwise conflicts with the business model without ELIBRI's written consent.

On request, the Developer must supply an SBOM, notices, licence copies, data-source terms, and evidence of commercial use rights.

The Developer must comply with current agreements, usage policies, supported-region rules, branding, privacy, and safety requirements of each AI provider, including applicable OpenAI, DeepSeek, and other model terms.

• Do not bypass safeguards, rate limits, content filters, or territorial restrictions.
• Do not claim provider approval, certification, or sponsorship without written permission.
• Adapt the Bot when provider rules change. ELIBRI may immediately disable a non-compliant function.
• Do not use user Inputs to train or improve a third-party or proprietary model unless this is disclosed to ELIBRI and users and supported by the required lawful basis.

The Developer warrants lawful rights to collect, copy, analyse, store, combine, and commercially use each data source. Public availability does not itself permit scraping, redistribution, or commercial use.

• Do not bypass paywalls, robots or access controls, API limits, or website terms.
• Maintain required attribution, delay, disclaimers, and display/non-display restrictions.
• Label market data as delayed or real-time and non-executable as required by its licence.
• Process social, news, and blockchain sources in compliance with privacy, database, copyright, and platform terms.

• The Bot must not execute, route, or initiate trades or transfers, connect with trading or withdrawal rights, or hold private keys or client assets.
• The Bot must not manage portfolios or provide auto-copying, discretionary trading, brokerage, dealing, custody, exchange, or virtual-asset transfer.
• The Bot must not give a personalised recommendation based on a user's finances, objectives, or suitability, or present the Developer as a licensed adviser unless ELIBRI has verified the licence.
• The Bot must not promise returns, absence of risk, a guaranteed win rate, or an advantage, or use manipulative urgency to encourage a transaction.
• A Risk Agent may perform mathematical scenario calculations using hypothetical user data only and must show assumptions and a risk warning.
• Copy Strategy and Smart Wallet functions are limited to observation and general publications without automatic transaction following.

Win rate, directional accuracy, average move, historical ROI, correlation, confidence, backtest, and performance claims must be reproducible, not misleading, and accompanied by methodology.

• State the period, sample size, assets, timeframe, price source, fees, slippage, survivorship or selection bias, and actual or simulated status.
• Do not select only successful signals, delete unsuccessful results, or change methodology retrospectively without disclosure.
• Testimonials, influencer claims, and ratings must not be fabricated, undisclosed paid endorsements, or presented as guarantees.
• ELIBRI may require independent review, remove a claim, suspend payments, or recalculate revenue generated by misleading advertising.

• fraud, phishing, market manipulation, pump-and-dump, wash trading, spoofing, front-running, insider trading, or assistance with any of them;
• guaranteed or knowingly false financial predictions, fabricated sources, or false statistics;
• real-money gambling, unlawful lending, sanctions evasion, money laundering, or KYC/AML circumvention;
• malware, credential theft, hidden mining, unauthorised scraping, or security violations;
• infringement of IP, privacy, confidentiality, or data-provider terms, or data processing without rights;
• unlawful, discriminatory, violent, minor-exploitative, or provider-prohibited content; and
• any function requiring a licence, registration, approval, or professional supervision until ELIBRI confirms it in writing.

ELIBRI determines the purposes and means of Platform user-data processing. The Developer receives only minimum necessary data and acts as a processor, or as an independent controller only to the extent the parties agree in writing.

• Use data only to perform this Agreement and ELIBRI's documented instructions.
• Do not create independent user profiles, contact users outside the Platform, sell data, or use Inputs for training.
• Apply least privilege, MFA, encryption, logging, deletion periods, and vetted subprocessors.
• Notify ELIBRI of a security incident within 24 hours and assist with investigation, notices, and data-subject rights.
• Return or delete data on termination unless law requires retention.

The parties will enter into a separate data-processing and transfer agreement where required. It prevails on privacy matters.

Confidential Information means non-public commercial, technical, financial, product, user, and legal information of a party. The recipient may use it only for this Agreement, must protect it at least as carefully as similar information of its own, and may disclose it only to persons who need access and are bound by confidentiality.

The duty does not cover information lawfully known, public without breach, independently developed, or lawfully obtained from a third party. Legally compelled disclosure is permitted after advance notice where lawful.

The duty continues during the Agreement and for five years after termination, and for trade secrets and personal data while they retain that status.

The Developer represents and warrants that:

• it has authority to enter into and perform this Agreement;
• the Bot, materials, and data are original or properly licensed and do not infringe third-party rights;
• descriptions, prices, statistics, reviews, and marketing claims are accurate and not misleading;
• the Bot complies with law, ELIBRI rules, and provider terms and contains no prohibited function;
• all known material limits, conflicts, sponsored tokens, personal positions, and issuer, exchange, or project remuneration have been disclosed; and
• the code contains no malware, backdoor, hidden collection, undisclosed telemetry, or mechanism to bypass ELIBRI controls.

ELIBRI may review, test, reduce visibility, add warnings, reject changes, suspend, or remove a Bot because of a complaint, risk, breach, provider requirement, poor quality, or commercial decision.

ELIBRI may act immediately for urgent risk and may otherwise allow remediation. The Developer must retain evidence, logs, and versions needed for investigation.

Removal does not create a right to future revenue. Confirmed remuneration from lawful transactions remains payable subject to refunds, withholding, and law.

The Developer will defend and indemnify ELIBRI, its affiliates, and personnel against reasonable losses, costs, penalties, settlements, and legal fees arising from third-party claims concerning: infringement by Developer Materials or data; unlawful or regulated functionality; privacy or security breach; misleading statements; or the Developer's breach of law, provider rules, warranties, or confidentiality.

ELIBRI will give prompt notice and reasonable assistance and will allow the Developer to control the defence. A settlement admitting ELIBRI fault, imposing a non-financial duty on ELIBRI, or restricting the Platform requires ELIBRI's written consent.

Neither party is liable for indirect, incidental, special, punitive, or consequential loss or lost profit, except third-party indemnity amounts, confidentiality, data or IP breaches, fraud, wilful misconduct, and unpaid remuneration.

ELIBRI's total liability to the Developer is limited to remuneration paid or payable to that Developer during the 12 months before the event. The limit applies to the maximum extent permitted by law.

This Agreement continues until terminated. The Developer may terminate on 30 days' notice and remove a Bot after honouring prepaid periods. ELIBRI may terminate without cause on 30 days' notice or immediately for material breach, illegality, threat, insolvency, sanctions restriction, or a provider or authority requirement.

On termination, new access stops, accounts are settled, and the Developer returns or deletes data and Confidential Information. Ownership, accrued payment, confidentiality, warranty, indemnity, limitation, and dispute terms survive.

This Agreement is governed by Saint Lucia law. A party must first give written notice of a dispute and allow 30 days for good-faith resolution. Unresolved disputes are subject to the competent courts of Saint Lucia.

Electronic records, logs, statements, acceptances, and notices may be used as evidence to the extent permitted by law. The Developer may assign this Agreement only with ELIBRI's written consent. ELIBRI may assign it to an affiliate or in connection with a reorganisation or business sale on notice.

Notices to ELIBRI must be sent to partners@elibrimarkets.com and c/o ADCO Incorporated, #10 Manoel Street, Castries, Saint Lucia. Notices to the Developer may be sent by email or through the developer account. The Developer must keep contact details current.

This Agreement and the Commercial Terms are the entire agreement on their subject and replace prior discussions. A material commercial change for a Bot requires electronic acceptance or written agreement. General rules may be updated on reasonable notice.