LUCRUM SOFTWARE LICENSE AGREEMENT

Effective Date: 26-May-2025

These Lucrum Software License Terms (together with all appendices and exhibits hereto, which are hereby incorporated by reference, these "Terms," "License Terms," or this "Agreement") explain the terms and conditions by which you, whether personally or on behalf of an entity ("you"), may access and use the software products and services (the "Software") provided by Lucrum (hereinafter referred to as "Lucrum," "we," "us," and "our").

IMPORTANT NOTICE: This Software provides businesses with tools and interfaces to facilitate their own payment transactions. However, LUCRUM DOES NOT PROCESS, HANDLE, OR TAKE CUSTODY OF ANY FUNDS OR FINANCIAL TRANSACTIONS. All payment processing is conducted directly between businesses and their chosen payment providers or counterparties. Businesses retain exclusive control over all aspects of their transactions, including the selection of payment methods, timing, counterparties, and settlement terms. Lucrum merely provides software tools that enable businesses to manage their own payment operations.

KEY RELATIONSHIP SUMMARY:

• Lucrum provides: Software tools and interfaces for payment management
• Businesses provide: All payment processing, regulatory compliance, and fund handling
• Customers interact with: Businesses directly for all payment matters
• Funds flow between: Businesses, customers, and payment providers (never through Lucrum)

Example Payment Flow: Customer → Payment Provider (e.g., Stripe) → Business Bank Account ↑ ↑ └── Business uses Lucrum Software ──┘ (to manage/track transaction)

1. ACCEPTANCE OF TERMS

By downloading, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Software.

You represent and warrant that you:

• Are at least 18 years of age
• Have the legal capacity to enter into this Agreement
• Are not prohibited from using the Software under any applicable laws

2. SOFTWARE LICENSE GRANT

2.1 License

Subject to your compliance with these Terms, Lucrum grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Software solely for your personal or internal business purposes. The Software enables businesses to interface with payment systems and manage payment operations through third-party providers, but Lucrum does not participate in or control any financial transactions.

2.2 License Restrictions

You shall not:

• Copy, modify, or create derivative works of the Software
• Reverse engineer, disassemble, decompile, or attempt to discover the source code of the Software
• Sell, rent, lease, sublicense, distribute, or otherwise transfer the Software
• Remove, alter, or obscure any proprietary notices on the Software
• Use the Software for any illegal or unauthorized purpose
• Misrepresent that Lucrum processes payments or holds funds
• Attempt to route payment processing through Lucrum's systems
• Use the Software in any way that violates payment card industry standards or financial regulations
• Attempt to gain unauthorized access to any systems or networks through the Software

3. BUSINESS USE AND PAYMENT PROCESSING CLARIFICATION

3.1 Software Functionality

The Software provides businesses with tools and interfaces to:

• Connect with various payment processors and systems through APIs
• Display payment options to customers
• Generate payment requests and invoices
• Track transaction status and history
• Manage payment operations through third-party providers
• Interface with multiple payment methods (credit cards, digital wallets, etc.)
• Record transaction data for business analytics

The Software acts solely as a management interface and does not:

• Execute payment transactions
• Move or hold funds
• Authorize or decline transactions
• Access payment credentials or sensitive payment data

3.2 No Custody or Processing by Lucrum

You acknowledge and agree that:

• Lucrum never holds, controls, or has custody of any funds
• Lucrum does not process any financial transactions
• All payments flow directly between businesses, customers, and payment providers
• Lucrum has no involvement in the movement or settlement of funds
• Businesses maintain exclusive control over their payment relationships

For example: When a customer pays a business using the Software, the payment flows directly from the customer to the business's payment processor (e.g., Stripe) and then to the business's bank account. Lucrum never touches, sees, or controls these funds.

3.3 Business Responsibilities

Businesses using the Software are solely responsible for:

• Selecting and contracting with payment processors
• Complying with all applicable financial regulations (including PCI-DSS, AML, KYC)
• Obtaining necessary licenses and permits for payment processing
• Managing relationships with customers and payment providers
• Determining transaction terms, timing, and counterparties
• Ensuring proper licensing for their payment activities
• Maintaining security of their payment credentials
• Complying with all card network rules and regulations
• Properly handling and protecting customer payment data
• Meeting all tax and reporting obligations related to their transactions

3.4 Third-Party Services

The Software may integrate with third-party payment services (such as Stripe, payment card networks, digital wallets, etc.). You acknowledge that:

• These integrations are for your convenience only
• Lucrum is not affiliated with these third-party providers
• You must establish your own direct relationships with payment providers
• You must comply with the third-party providers' terms of service
• Lucrum is not responsible for third-party service availability or performance
• All contractual relationships are directly between you and the payment providers
• Lucrum does not intermediate or participate in these relationships

3.5 LUCS Governance Tokens

Any LUCS governance tokens mentioned in connection with the Software are:

• Not issued or distributed by the Software itself
• Subject to separate terms and conditions
• Not payment instruments or financial products
• Used solely for governance participation in the Lucrum DAO

3.6 Regulatory Compliance

You acknowledge that:

• Lucrum is not a money transmitter, payment institution, or financial services provider
• The Software does not require financial services licensing as it does not handle funds
• Businesses using the Software must obtain their own regulatory approvals
• Lucrum makes no representations about the regulatory status of your business activities

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership

The Software and all intellectual property rights therein are and shall remain the exclusive property of Lucrum and its licensors. Nothing in these Terms transfers any ownership rights to you.

4.2 Feedback

If you provide any feedback, suggestions, or ideas regarding the Software ("Feedback"), you grant Lucrum a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without any obligation to you.

5. PRIVACY AND DATA COLLECTION

5.1 Privacy Policy

Your use of the Software is subject to our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains how we collect, use, and protect your information.

5.2 Data Collection

The Software may collect certain technical data including but not limited to:

• Device information and identifiers
• Usage statistics and analytics
• Error logs and performance data
• Transaction metadata (but not payment details)

LUCRUM DOES NOT COLLECT, STORE, OR PROCESS ANY ACTUAL PAYMENT INFORMATION OR FUNDS. Any payment data is handled exclusively by businesses and their chosen payment providers.

6. DISCLAIMERS AND LIMITATIONS OF LIABILITY

6.1 "AS IS" Basis

The software is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. lucrum disclaims all warranties including merchantability, fitness for a particular purpose, and non-infringement.

6.2 No Financial Services or Custody

Lucrum explicitly disclaims that:

• Lucrum does not process payments or transactions
• Lucrum does not hold custody of any funds
• Lucrum does not handle monetary transfers
• Lucrum is not a payment processor or financial intermediary
• Lucrum does not control, direct, or participate in any financial transactions

The Software provides tools that enable businesses to:

• Interface with their chosen payment processors
• Manage their own payment operations
• Connect with various payment systems of their choosing
• Maintain complete control over their transaction counterparties
• Determine when, how, and with whom they transact

All payment processing is conducted directly between businesses and their chosen providers. lucrum has no involvement in, control over, or responsibility for these transactions.

6.3 Limitation of Liability

To the maximum extent permitted by law, lucrum shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising from your use of the software.

6.4 Assumption of Risk

You acknowledge that:

• The Software incorporates experimental technology
• Use of the Software involves risks including potential bugs, errors, or vulnerabilities
• You assume all risks associated with using the Software
• Lucrum is not responsible for any losses arising from Software malfunctions

7. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Lucrum and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising from:

• Your violation of these Terms
• Your use or misuse of the Software
• Your violation of any applicable laws or third-party rights
• Any attempt to use the Software for payment processing or financial transactions

8. TERM AND TERMINATION

8.1 Term

This Agreement is effective upon your acceptance and continues until terminated.

8.2 Termination

• You may terminate this Agreement by ceasing all use of the Software and deleting all copies
• Lucrum may terminate this Agreement immediately if you breach any provision
• Lucrum may discontinue the Software at any time without notice

8.3 Effect of Termination

Upon termination:

• All licenses granted to you will immediately cease
• You must stop using the Software and delete all copies
• Sections that by their nature should survive will remain in effect

9. GOVERNANCE AND DECENTRALIZATION

9.1 DAO Structure

Lucrum operates as a decentralized autonomous organization (DAO). Decisions regarding the Software may be made through decentralized governance processes.

9.2 No Centralized Control

You acknowledge that:

• Lucrum does not exercise centralized control over all aspects of the Software
• Governance decisions may be made by token holders through voting mechanisms
• The decentralized nature of governance may affect Software development and support

10. GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the rules of Hong Kong. The arbitration shall be conducted in Hong Kong in the English language.

10.3 Entire Agreement

This Agreement constitutes the entire agreement between you and Lucrum regarding the Software and supersedes all prior agreements and understandings.

10.4 Amendments

Lucrum may modify these Terms at any time. Continued use of the Software after modifications constitutes acceptance of the updated Terms.

10.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

10.7 Assignment

You may not assign or transfer this Agreement without Lucrum's prior written consent. Lucrum may assign this Agreement without restriction.

11. CONTACT INFORMATION

For questions about this Agreement or the Software, please contact:

Lucrum DAO
legal@lucrum.cash

12. PROHIBITED USES

You agree not to use the Software:

• For any unlawful purpose or in violation of any laws
• To transmit viruses, malware, or harmful code
• To interfere with or disrupt the Software or servers
• To attempt unauthorized access to any portion of the Software
• To scrape, mine, or harvest data from the Software
• To impersonate any person or entity
• To create multiple accounts or engage in fraudulent activities
• To attempt to have lucrum process or hold custody of any funds or financial transactions

13. UPDATES AND MODIFICATIONS

13.1 Software Updates

Lucrum may provide updates, patches, or new versions of the Software. You acknowledge that:

• Updates may be automatically installed
• Updates may modify features or functionality
• Failure to install updates may result in reduced functionality

13.2 No Obligation

Lucrum has no obligation to provide updates, maintenance, or support for the Software.

14. EXPORT COMPLIANCE

You represent and warrant that:

• You are not located in a country subject to trade embargoes
• You are not on any prohibited party lists
• You will comply with all applicable export control laws

15. ACKNOWLEDGMENTS

By using the Software, you acknowledge that you have read and understood:

• This Software License Agreement
• The Privacy Policy
• That the Software does not process financial transactions
• That the Software is provided without warranties
• That you use the Software at your own risk

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

Version: 1.0