1. Introduction

ProphetX, LLC ("ProphetX") operates a fully electronic, direct-access exchange platform for trading approved instruments (the "ProphetX System"). ProphetX is organized under the laws of the State of Delaware with its principal place of business at 4 World Trade Center, 29th floor, 150 Greenwich Street, New York, NY 10007.

This Agreement governs the relationship between ProphetX and each approved market participant ("Participant" or "you"). In consideration of ProphetX granting you access to the ProphetX System for your own account, you agree to the terms herein.

Incorporated Documents. The following are incorporated by reference and form part of this Agreement: (i) the ProphetX Rulebook (the "Rules"); (ii) the Privacy Notice; (iii) the Risk Disclosure Statement; (iv) the Terms of Use; (v) any Participant Onboarding Forms (including corporate resolutions and user authorization certificates for entity Participants); and (vi) any Fee Schedule (collectively, the "Program Documents").

2. Definitions

Access Credentials – The unique username, password, multifactor codes, API keys, certificates, or other credentials issued by or registered with ProphetX for access to the ProphetX System.

Account – The relationship established between you and ProphetX to access and use the ProphetX System, deposit/withdraw funds, and settle transactions. The Account is in the legal name of the approved Participant (individual or entity).

Affiliate – With respect to a party, any entity that controls, is controlled by, or is under common control with that party.

Information – Market data, analytics, quotes, news, charts, order and trade information, specifications, notices, and other content made available via the ProphetX System or from third-party providers.

Regulatory Authority – Any governmental, self-regulatory, or quasi-governmental authority with jurisdiction over ProphetX, the ProphetX System, Participants, or any traded instruments, including without limitation the U.S. Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), as applicable.

Other capitalized terms have the meanings assigned in the Rules.

3. Participant Acknowledgements & Authorizations

3.1 Order Handling; Reliance on Instructions. You authorize ProphetX to take actions reasonably necessary to receive, execute, clear, settle, allocate, or bust/correct orders entered into the ProphetX System for your Account in accordance with the Rules. ProphetX may rely, without further inquiry, on any instruction transmitted using your Access Credentials and shall have no liability if an order so entered was unauthorized by you, except as expressly required by applicable law.

3.2 Account Monitoring; Safeguarding Access. You are solely responsible for monitoring your Account, reviewing confirmations and statements, and safeguarding Access Credentials. You will not share, loan, or permit any third party to use your Access Credentials, and you will not use the credentials of any other person. You must promptly notify ProphetX at [[ ]] of any loss, compromise, or unauthorized use and follow ProphetX’s credential-reset procedures.

3.3 Funding and Payouts. Amounts owed to you are deemed paid when deposited by electronic funds transfer or other ProphetX-approved method into the bank or payment account on file for your Account. You authorize ProphetX to debit fees and charges from your Account balance.

3.4 Recording & Surveillance. You consent to the electronic recording and retention of all communications with ProphetX (including calls, chat, and keystrokes/telemetry) and to monitoring and surveillance of trading activity, in each case as permitted by law. Such records are ProphetX property and may be furnished to Regulatory Authorities.

3.5 Information Requests. Upon request, you will promptly provide financial, identification, tax, sanctions/compliance, or other information reasonably required by ProphetX or any Regulatory Authority.

3.6 U.S. Location of Services. ProphetX’s services and the ProphetX System are operated in the United States. Your activities are subject to U.S. law and the jurisdiction of U.S. Regulatory Authorities.

3.7 No Advice; No Recommendations. ProphetX does not provide legal, tax, accounting, investment, or trading advice, make recommendations, or opine on the suitability, profitability, or appropriateness of any instrument or strategy. You are solely responsible for your decisions.

3.8 Third-Party Content. Information made available via the ProphetX System may be provided by third-party information providers. ProphetX does not guarantee the accuracy, completeness, timeliness, or sequencing of Information. Your reliance on Information is at your own risk, and you agree not to distribute or commercialize Information except as permitted by the applicable data policies.

4. Eligibility; Representations & Warranties

4.1 Individuals. If you are a natural person, you represent that you (i) are at least the age of majority in your jurisdiction (and at least 18 years old), (ii) are not prohibited from participating by law, by the Rules, or by any employer or other duty; and (iii) maintain a bank or payment account in your name suitable for funding/withdrawals.

4.2 Entities. If you are an entity, you represent that you (i) are duly organized, validly existing, and in good standing in your jurisdiction, (ii) maintain a U.S. bank or payment account in your name, (iii) have authorized the execution and delivery of this Agreement and the Program Documents, and (iv) have identified to ProphetX all natural persons authorized to act for you.

4.3 Compliance; Sanctions; AML. You represent that neither you nor any controlling or beneficial owner is the subject of sanctions or located in a comprehensively sanctioned jurisdiction, and you will comply with all applicable anti-money laundering, counter-terrorist financing, and sanctions laws and ProphetX’s KYC/AML policies.

4.4 Authority; No Conflict. Your use of the ProphetX System and entry into this Agreement do not violate any law, order, charter, bylaw, policy (including employer policies), or agreement binding you.

4.5 Own-Account Trading. You will not submit orders on behalf of, or grant any third party an undisclosed economic interest in, your trades unless expressly permitted by the Rules and authorized by ProphetX.

4.6 Ongoing Accuracy. You will promptly notify ProphetX in writing if any representation becomes untrue or inaccurate in any material respect.

5. Fees & Charges

You agree to pay the fees, commissions, market data charges, connectivity fees, pass-through regulatory fees/assessments, and any other charges applicable under the then-current Fee Schedule and Rules. ProphetX may deduct such amounts from your Account or require pre-funding or settlement via its designated settlement bank.

6. Custody; Investment of Funds

To the extent ProphetX or its designated settlement bank holds cash or other property for your benefit, such property may be held in omnibus accounts and, if applicable, invested consistent with CFTC Regulation 1.25 or other governing rules, except where prohibited by law or the Rules.

7. The ProphetX System; Availability; Security

7.1 Electronic Access. Access is electronic only. You are responsible for obtaining and maintaining equipment, software, internet connectivity, and security measures (including updated anti-malware) necessary to use the ProphetX System.

7.2 No Liability for Technical Issues. While ProphetX endeavors to provide reliable access, you acknowledge that, except as required under the Commodity Exchange Act, CFTC Regulations, or other Applicable Law, neither ProphetX nor any of its representatives, Affiliates, or Affiliates’ representatives shall be liable for any loss, damage, injury, delay, cost, expense, or other liability or claim, whether in contract, tort, restitution, or otherwise, arising out of or relating to the use of the Exchange, the Platform, or the Exchange’s website, including (1) any failure or non-availability of the Platform or website; (2) any act or omission of ProphetX, its representatives, or Affiliates, including but not limited to any decision to void, nullify, or cancel Orders or Trades in whole or in part; (3) any errors or inaccuracies in information provided by ProphetX, its Affiliates, the Platform, or the website; (4) unauthorized access to or unauthorized use of the Platform or website; (5) Any force majeure event; or (6) any loss resulting from a Market Participant’s own security or the integrity of their technology or systems. By making use of the Exchange, the Platform, or the website, you accept all liability arising from such use.

7.3 Prohibited Uses. You will not (i) access or attempt to access the ProphetX System using another person’s credentials; (ii) interfere with or disrupt the System; (iii) copy, distribute, reverse engineer, or create derivative works of the System, except as expressly permitted; (iv) use automated tools in violation of the Rules; or (v) misuse market data or Information.

8. Market Conduct; Compliance

8.1 Rules Compliance. You will comply with the Rules, specifications, notices, trading halts, position limits, accountability levels, price limits, and any directives, as amended from time to time.

8.2 Prohibited Trading Practices. You will not engage in manipulative, deceptive, or disruptive trading practices, including spoofing, layering, wash trades, front-running, accommodation trades, or any conduct prohibited by law or the Rules.

8.3 Surveillance; Cooperation. You consent to ProphetX monitoring, surveillance, and investigative requests. You will provide books and records, order/trade data, and identity information upon request and will cooperate with ProphetX and Regulatory Authorities.

8.4 Position Limits; Ownership Aggregation. You will observe applicable position limits and aggregation requirements and timely file any required hedge exemptions or account-linkage disclosures.

8.5 Conflicts; Material Non-Public Information. If applicable, you will maintain and enforce policies governing MNPI and conflicts of interest consistent with law and the Rules.

8.6 Eligibility Restrictions for Event-Based Contracts (if offered). If the Exchange lists sports or other event-based contracts, you represent that you are not prohibited under the Rules (e.g., certain league employees, officials, owners, or immediate family/household members, as applicable).

9. Data; Intellectual Property; Confidentiality

9.1 Ownership. The ProphetX System, the Information, and all related IP are owned by ProphetX or its licensors. No rights are granted except as expressly set forth in this Agreement or the Program Documents.

9.2 Use of Information. You may use Information solely for your internal trading and compliance purposes and in accordance with any applicable market data policies. You may not redistribute Information without prior written consent and a redistribution agreement, if applicable.

9.3 Confidentiality. Non-public information provided by one party to the other in connection with this Agreement will be kept confidential and used only for purposes of this Agreement, except as required by law or a Regulatory Authority.

9.4 Feedback. You assign to ProphetX all right, title, and interest in and to any suggestions, ideas, or feedback you provide regarding the ProphetX System or products, without compensation.

10. Electronic Communications; Notices; E-Signature

10.1 Electronic Delivery. ProphetX may provide confirmations, statements, amendments, policies, regulatory notices, and other communications by email to your registered address or by posting to the ProphetX website/portal. You are deemed to have received communications when sent or posted. You must maintain a current, unique email address and update changes within 24 hours.

10.2 E-Signature. Your electronic acceptance of onboarding forms and Program Documents constitutes your legally binding electronic signature under applicable e-signature laws. Electronically stored copies maintained by ProphetX are admissible as originals.

11. Corrections; Error Handling

ProphetX may cancel, adjust, or correct trades, prices, or positions to remedy obvious errors, system malfunctions, or violations of the Rules, consistent with its error-trade policy and applicable law

12. Indemnification

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless ProphetX, its Affiliates, and their respective directors, officers, employees, and agents from and against third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of (i) your breach of this Agreement, the Rules, or law; (ii) your misuse of the ProphetX System or Information; or (iii) your trading activities, except to the extent caused by ProphetX’s willful misconduct or fraud.

13. Disclaimers; Limitation of Liability

13.1 No Warranties. The ProphetX system, website, and any information provided by the exchange are made available on an “as is” and “as available” basis, without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. The exchange does not guarantee error-free, secure, or uninterrupted operation, or that information will be accurate, complete, reliable, or timely.

13.2 Limitation. To the fullest extent permitted by law, ProphetX shall not be liable for indirect, incidental, special, consequential, exemplary, enhanced, cover, loss-of-profits, loss-of-data, or punitive damages, even if advised of the possibility. ProphetX’s aggregate liability in connection with this agreement shall not exceed the greater of (a) the fees paid by you to ProphetX in the six (6) months preceding the event giving rise to liability or (b) $10,000, except where prohibited by applicable law. Nothing herein limits liability to the extent such limitation is prohibited by the Commodity Exchange Act or securities laws, or for willful misconduct or fraud.

14. Term; Suspension; Termination

14.1 Term. This Agreement is effective upon your acceptance and continues until terminated as provided herein.

14.2 Suspension/Restriction. ProphetX may, consistent with the Rules, suspend, restrict, or condition your access (including imposing trading restrictions, closing positions, or requiring additional collateral) for risk, compliance, operational, or market-integrity reasons.

14.3 Termination. Either party may terminate this Agreement upon written notice. Upon termination, ProphetX may liquidate or transfer open positions as permitted by the Rules, and arrange for the return of net funds in accordance with settlement procedures, subject to set-off for amounts you owe to ProphetX. The following survive termination: Sections 3.4, 3.5, 6, 8, 9, 10, 11, 12, 13, 15, and 16.

15. Dispute Resolution; Arbitration; Class Action Waiver

15.1 Informal Resolution. The parties will first attempt in good faith to resolve disputes through prompt executive-level discussions.

15.2 Arbitration. Any dispute, claim (including related counterclaims), or controversy arising out of or relating to this Agreement, the Program Documents, your Account, or your use of the ProphetX System brought against ProphetX, its officers, directors, employees, agents, or any member of any committee shall be resolved by binding arbitration to the maximum extent permitted by law as set forth in the ProphetX Rulebook and Terms of Use. To the extent there is a conflict between the ProphetX Rulebook, this Agreement, and the Terms of Use regarding arbitration provisions, the Terms of Use controls any conflicts between the ProphetX Rulebook, this Agreement, and the Terms of Use.

15.3 Class/Collective Action Waiver. Proceedings must be conducted on an individual basis only. No class, consolidated, or representative actions or arbitrations are permitted.

15.4 Injunctive Relief. Notwithstanding Section 15.2, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in New York County, New York to preserve the status quo pending arbitration.

15.5 Regulatory Processes. Nothing in this Section limits a party’s ability to pursue complaints, claims, or appeals before a Regulatory Authority where permitted by law.

16. Governing Law; Venue; Jury Trial Waiver

This Agreement and any non-arbitrable disputes are governed by the laws of the State of New York, without regard to conflict-of-law principles, and applicable U.S. federal law. Subject to Section 15, the exclusive venue for permitted court proceedings is state or federal courts located in New York County, New York, and the parties consent to personal jurisdiction there. Each party irrevocably waives any right to a jury trial in any proceeding arising out of or relating to this Agreement to the extent permitted by law.

17. Miscellaneous

17.1 Order of Precedence. In the event of conflict, the following order of precedence applies: (1) the Rules; (2) Participant authorizations/certifications; (3) this Agreement; (4) the Terms of Use; (5) the Privacy Policy.

17.2 Amendments. ProphetX may amend this Agreement or the Program Documents upon notice via email or posting to the ProphetX portal/website. Your continued use after the effective date constitutes acceptance. If you object, your sole remedy is to terminate under Section 14.3.

17.3 Assignment. You may not assign this Agreement without ProphetX’s prior written consent. Any attempted assignment in violation of the foregoing is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.4 Severability. If any provision is held invalid or unenforceable, a valid provision that most closely reflects the parties’ intent will be substituted, and the remainder will remain in effect.

17.5 No Waiver. Failure to enforce any provision is not a waiver. A waiver must be in writing and signed by the waiving party.

17.6 Entire Agreement. This Agreement and the Program Documents constitute the entire agreement with respect to the subject matter and supersede prior or contemporaneous communications and understandings.

17.7 Notices to ProphetX. Legal notices to ProphetX must be sent to [Legal Department Address], New York, NY [ZIP], with a copy to [[ ]].

17.8 Force Majeure. ProphetX is not liable for delays or failures due to causes beyond its reasonable control, including natural disasters, power/internet failures, cyber attacks, strikes, governmental actions, war, or pandemics.

17.9 Taxes. You are responsible for all taxes arising from your trading; ProphetX may withhold or report as required by law.

17.10 Headings; Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

18. Acknowledgment

By clicking “I accept”, you acknowledge that you have read, understood, and agree to be bound by this agreement and all incorporated program documents.

[Signature not required – electronic acceptance only]