Breakout Evaluation Agreement

This Breakout Evaluation Agreement (this “Agreement”) between Breakout Trading Group, LLC, a Delaware limited liability company doing business as “Breakout” (the “Company”), and the undersigned (“Evaluation Trader” or “you”), effective as of the time and date you click the “I Agree” button below.

Recitals

The Company provides trading evaluation and assessment services (“Breakout Evaluations”) to its customers through a proprietary simulated trading environment (the “Evaluation Dashboard”) utilizing proprietary trading data in exchange for a purchase price (an “Evaluation Fee”). The Company offers three types of 1-Step Breakout Evaluations: (a) a 1-Step Turbo Breakout Evaluation, (b) a 1-Step Classic Breakout Evaluation, and (c) a 1-Step Pro Breakout Evaluation. Each Breakout Evaluation is a test in which Evaluation Trader is given access to a simulated trading account (a “Demo Account”) in a purely notional size (“Demo Account Size”) selected by Evaluation Trader at the time of purchase of the Breakout Evaluation. To successfully pass a Breakout Evaluation of a certain type and Demo Account Size (a “Passing Evaluation”), Evaluation Trader must use the simulated trading tools provided in the Evaluation Dashboard to notionally achieve (as determined in the sole and absolute discretion of the Company) the applicable performance targets (“Upgrade Targets”) without breaching the applicable maximum drawdown (“Max Drawdown”), maximum daily loss limits (“Max Daily Loss”) or leverage limits (“Leverage Limits”). Any (i) breach of the Max Drawdown, Max Daily Loss or Leverage Limits before achieving a Passing Evaluation with respect to any Breakout Evaluation or (ii) engaging in any Prohibited Trading (as defined below) or (iii) any breach, violation or failure to meet any other term or condition hereunder is referred to herein as a “Demo Account Breach.” The available Demo Account Sizes and the applicable Upgrade Targets, Max Drawdowns, Max Daily Losses, Leverage Limits, Evaluation Fee (as defined below) for each type of Breakout Evaluation are set forth in Annex A (as may be updated or amended by the Company from time to time, the “Program Rules”).

Agreement

In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Purchase of Breakout Evaluation.
Purchase on Website. Evaluation Trader agrees to purchase a Breakout Evaluation selected by Evaluation Trader through the Company’s website for the applicable Evaluation Fee.
Payment. Payment for the Breakout Evaluation shall be made, in the case of United States Dollars (“USD”), through a debit or credit card transaction or, in the case of cryptocurrency, an “Eligible Cryptocurrency” that the Company may designate from time to time on its website, through the Company’s selected payment processor (the “Payment Processor”). By entering your debit or credit card information on the Company’s website, Evaluation Trader agrees to pay the applicable Evaluation Fee for the Breakout Evaluation as described in Section 1(d) below and authorizes the Company to charge the debit or credit card provided by Evaluation Trader, as applicable, for all charges related to the Breakout Evaluation. If payment is made with cryptocurrency, Evaluation Trader agrees to pay the applicable Evaluation Fee for the Breakout Evaluation, as described in Section 1(d) below, in Eligible Cryptocurrency at the exchange rate of such Eligible Cryptocurrency into USD provided by the Payment Processor (the “Exchange Rate”) to the Company’s wallet address, as specified in the Company’s website payment instructions, and acknowledges that payment in Eligible Cryptocurrency will be deemed complete upon confirmation of such payment being reflected on the applicable blockchain. Evaluation Trader agrees to provide accurate, current, and complete information for payment and to promptly update any payment information as necessary. In addition, if you are deemed “high risk” by the Payment Processor, the Company may require you to provide additional documentation or information in order to proceed with the Breakout Evaluation. Failure to provide the requested documentation and information within 24 hours of any such request may result in your use of and access to the Evaluation Dashboard being suspended or terminated in accordance with Section 6 below.
Pricing and Fees. The Company will charge Evaluation Trader the Breakout Fees listed on the Company’s website at the time Evaluation Trader submits the order to purchase a Breakout Evaluation which fee may be updated by the Company from time to time. Payment will be processed at the time of purchase. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Evaluation Trader is responsible for paying all applicable taxes, including sales tax, VAT, and other governmental charges, as applicable to the Breakout Evaluation.
Failed Payments. If the Company is unable to process Evaluation Trader’s payment due to insufficient funds, expired debit or credit card information, or any other reason, the Company may suspend or terminate access to the Evaluation Dashboard until payment is successfully processed. Evaluation Trader agrees to promptly update payment information and resolve any issues related to the failed payment.
No Refunds**.** All payments are non-refundable unless otherwise provided for in this Agreement or the Program Rules. The Company in its sole discretion reserves the right to suspend, limit or terminate the use of any product, service, subscription or access.
Use of Evaluation Dashboard. Upon purchase of a Breakout Evaluation, Evaluation Trader agrees that it will use the Evaluation Dashboard solely in accordance with the Program Rules and the other terms and conditions of this Agreement. In addition, Evaluation Trader agrees that in utilizing the Evaluation Dashboard, Evaluation Trader will only use a computer system that meets or exceeds the following minimum requirements: (a) at least 8GB of RAM; and (b) a stable and high-speed internet connection suitable for real-time trading activities. Evaluation Trader acknowledges that failure to comply with these requirements may adversely affect the functionality, performance, or reliability of the Evaluation Dashboard and the Company shall not be liable for any issues, delays, or losses arising from Evaluation Trader’s failure to meet these requirements.
Results of Breakout Evaluation. Evaluation Traders who achieve a Passing Evaluation will be notified of such result by email and will become eligible to enter into a separate agreement (a “Evaluation Trader Agreement”) with Payward Oceanic Ltd., a British Virgin Islands limited company (“POL”), pursuant to which you will be engaged by POL as an Evaluation Trader (a “Evaluation Trader”), subject to the terms and conditions thereof. An Evaluation Trader who experiences a Demo Account Breach with respect to a Breakout Evaluation shall have no further access to such Breakout Evaluation or the Evaluation Dashboard after 7 calendar days following such Demo Account Breach unless and until Evaluation Trader purchases another Breakout Evaluation.
Prohibited Trading. You agree that you shall not engage in any of the following activities (each, “Prohibited Trading”) in connection with any Breakout Evaluation or when accessing the Evaluation Dashboard:
exploiting errors or latency in the pricing or platform(s);
utilizing non-public or insider information;
front-running of trades placed elsewhere;
trading in any way that may jeopardize the relationship the Company has with a centralized exchange or market maker;
trading in any way that may create regulatory issues for the Company, a centralized exchange or market maker;
utilizing any third-party trading approach, off-the-shelf trading approach or one marketed to pass evaluation requirements;
utilizing one trading approach to pass an assessment and then utilizing a different trading approach in the Demo Account;
attempting to arbitrage your Breakout Evaluation with another account with the Company or any third-party;
using trading approaches that are difficult to replicate in the live market, or come at a heightened risk when attempting to do so, including but not limited to, trades that would risk being auto-deleveraged due to margin requirements or trades resulting in large fluctuations in unrealized gains/losses;
executing trade ideas belonging to or inspired by any third-party, including but not limited to, copying other traders’ or analysts’ ideas or copying trading signals from any type of trading community, social media, research report or crowdsourced idea;
trading pursuant to more than one Breakout Evaluation at the same time; or
account sharing of any nature, including but not limited to, sharing credentials with other users or trading multiple accounts from the same household, devices, or internet protocol address (“IP Address”).

Without limiting the foregoing, you agree that you shall not take any action or omit to take any action that would reasonably be expected to result in a breach of the Company’s Terms and Conditions set forth on the following Company webpage: https://www.breakoutprop.com/terms-of-use/ (the “Terms of Use”).

Representations, Warranties, Acknowledgements and Agreements of Evaluation Trader. Evaluation Trader represents, warrants, acknowledges and agrees as of the date hereof and as of all times during the Term as follows:
Personal Information. The Personal Information (as defined below) specified by Evaluation Trader in connection with the purchase of a Breakout Evaluation is complete and correct and accurately describes Evaluation Trader. Evaluation Trader is at least 18 years of age.
Natural Person Power and Capacity; No Conflicts. The execution and performance by Evaluation Trader of this Agreement are within Evaluation Trader’s legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency or official (except as has been previously obtained and is in full force and effect), and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which Evaluation Trader is a party or by which Evaluation Trader or any of his or her assets is bound.
Residence. Evaluation Trader is not and will not become, during the effectiveness of this Agreement, resident in any of the following jurisdictions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, Cuba, Democratic Republic of the Congo, Ethiopia, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Zimbabwe or the following regions of Ukraine: Crimea, Donetsk, and Luhansk.
Due Execution; Binding Agreement. This Agreement has been duly executed by Evaluation Trader. This Agreement constitutes the valid and binding agreement of Evaluation Trader, enforceable against Evaluation Trader in accordance with its terms.
No Reliance. Evaluation Trader is entering into this Agreement for its own account and not as agent or representative of any other person or in any other capacity; neither the Company nor any of its affiliates or agents is acting as a fiduciary to Evaluation Trader and Evaluation Trader is not relying upon any representations of the Company except those expressly set forth herein.
No Advice; No Education.
The Company does not provide any advice or make recommendations to make a specific investment, trade or to use any specific investment strategy, and does not provide any training or education. The Company is not registered with nor regulated by the Securities & Exchange Commission under the Investment Advisors Act of 1940, as amended. However, the investment advisory industry, which the Company is not admitting it is a part of, is subject to an extensive and highly-evolving regulatory landscape, and any changes to any laws and regulations could adversely impact the Company’s ability to offer, and your use of and access to the Evaluation Dashboard. Further, such regulatory changes could also impact your legal obligations with respect to your use of the Evaluation Dashboard. In addition to existing laws and regulations, including but not limited to the laws and regulations mentioned in the last sentence, various governmental and regulatory bodies in the United States and in other countries that, may now or at some point in the future, have the right to regulate you, the Company or the Breakout Evaluation and any transactions contemplated thereby or thereto, may adopt new laws and regulations. The Company is not responsible for any adverse impact of such existing or new laws or regulations on your use of and access to the Evaluation Dashboard suffered by you as a result of such existing or new laws and regulations. You acknowledge and agree that you are solely responsible to determine and satisfy any of your regulatory obligations including, without limitation, the obligation to obtain all necessary licenses and permits required by applicable laws, regulators and other government authorities to participate in the Breakout Evaluation, and the Company is not obligated to advise or assist you with satisfying such obligations or any conflicts resulting with compliance thereto that, in each case, may exist as of the date hereof or arise hereafter.
In connection with the Breakout Evaluation, the Company may provide data, information, and content relevant to trading approaches and opportunities to enter simulated trades. Any such data, information and content is for informational purposes only and the Company makes no representations or warranties to its accuracy. The Company does not encourage Evaluation Trader to take any action based upon any data, information or content provided by the Company, and you should not construe any such data, information or content as investment, financial, tax, legal, or any other kind of advice whatsoever.
No Representations by Company. The Company does not make any representation, warranty or covenant that any data, information, or content appearing on the Company website or in Company materials, including information such as market data and news information provided by third parties, is accurate or complete. The Company has not been involved in the preparation or editing of third-party information and does not explicitly endorse or approve such information including, without limitation, invitations to engage in a trading evaluation similar to the Breakout Evaluation, trade as a Funded Trader, or trade or invest your personal capital on a brokerage, exchange or other trading platform or invest your personal capital with any person or entity for the purposes of such person or entity investing and/or trading such personal capital. You alone bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, or content for any purposes whatsoever. As such, you agree not to hold the Company, its owners, members, managers, executives, employees or affiliates, liable for or assert any claim for damages that may arise from any decision that you make based upon the use of any such data, information, or content appearing on the Company website or in Company materials. Hyperlinks to third-party data, information, content, materials or services purported to be provided by such third party may be provided by the Company as a convenience to you but such data, information, content, materials or indicated services are not controlled by us. You acknowledge and agree that the Company is not responsible for any aspect of the data, information, content, materials or services provided by such third parties that you access (i) directly by clicking through the related hyperlink or (ii) indirectly by referring to such hyperlink to access the website therein by any other manner except clicking through such hyperlink, or further data, information, content, materials or services purported to be provided by some other third party, contained in any third-party data, information, content or materials or on any third-party websites accessible or linked on the Company’s website or in the Company’s materials.
Simulated Trading Environment. The Company, through the Evaluation Dashboard, provides Evaluation Trader with the opportunity to simulate investing and trading financial instruments, with the sole potential benefit of engaging in the Breakout Evaluation being the opportunity to be eligible to enter into a Evaluation Trader Agreement with POL as a “Funded Trader” (as defined therein) by achieving a Passing Evaluation in accordance with Section 3 above. Latency and slippage arising as a result of any additional amount of time it takes for orders to be routed to and executed on the live market including but not limited to the speed of internet connectivity and order routing, may adversely materially impact execution prices.
Achieving a Passing Evaluation is Difficult and Risky. You acknowledge that achieving a Passing Evaluation is difficult and that the results that you may achieve are subject to significant risks, some of such risks may depend on your skill in trading and others may be out of your control. Examples of the risks that may be out of your control are the price and liquidity (which includes the trading volume and other trading-related activities) of cryptographic tokens, digital currencies, cryptocurrencies or virtual currencies, or other digital assets that (A) digitally represent value based on (or built on top of) a cryptographic protocol or network of a computer system and (B) is available to trade on the Evaluation Dashboard (“Digital Assets”), for which you will be able to trade on the Evaluation Dashboard, have historically been subject to significant volatility and uncertainty that depends on a number of factors, including but not limited to market conditions, sentiment, changes in liquidity, Forks (as defined below), the activities of other market participants, general economic environment, public perception, technical and technological constraints, regulation, and government activities. Therefore, there is no assurance that any Digital Asset that is available to trade on the Evaluation Dashboard will maintain its value or that there will be meaningful levels of liquidity: the price of Digital Assets can change rapidly, decrease substantially and potentially even fall to zero, and the lack of liquidity associated with a Digital Asset could lead to slippage, wider spreads or difficulty executing trades at desired levels which will in turn impact your ability to achieve a Passing Evaluation and could otherwise cause a Demo Account Breach. Past performance is not necessarily indicative of future results and there can be no assurance that any prediction of market prices or trends will be correct. In addition, leverage can work for you as well as against you and may magnify the impact of adverse market conditions, which potentially may lead to significant losses that could, together with other factors, result in a Demo Account Breach.
Operational and Technological Risks. Your ability to achieve a Passing Evaluation is also subject to operating and technological risks including, the potential failure of the hardware, software or internet connectivity on or through which the Evaluation Dashboard operates. You acknowledge and agree that the Company is not responsible for any such failure or any communication delays or disruptions that may occur when you engage in simulated trading on the Evaluation Dashboard. Although the Company’s third-party service and systems providers employ backup systems and contingency plans to minimize the possibility and impact of such failures, delays or disruptions, there can be no assurance that such failures, delays or disruptions will not occur or, if they do occur, will not result in a Demo Account Breach. You agree to bear the full risk of any such failure, delay or disruption including any that occurs as a result of any software or hardware update of the Evaluation Dashboard or any third-party platform used to deliver the Breakout Evaluation – whether made on schedule or delayed.
Changes to Digital Asset Protocols. You acknowledge changes to Digital Asset protocols and agree that the Company is not responsible for such changes nor liable for any loss of value in the Digital Assets you hold at the point in time in which such change occurs or is occurring, that you may experience as a result of such changes. You acknowledge and agree that the Company has sole discretion to determine its response to any such change and that the Company has no responsibility to assist you with Digital Assets that become unavailable to trade in the Breakout Evaluation as a result of the Company’s response to such changes and that the Company is not required to support new Digital Assets (as described in the next sentence) that result from such changes including but not limited to Forks. “Forks” means changes in the operating rules of the underlying protocol or network of a Digital Asset that result in (i) more than one version of that Digital Asset or (ii) material changes in the value, function or name of that Digital Asset. The Company has the sole discretion to, first, temporarily suspend trading of existing and new Digital Assets associated with a Fork, and, then, not support the existing and new Digital Asset for trading in the Breakout Evaluation.
No Assurance of Results. All of the foregoing factors as well as others may adversely impact your ability to perform well in the simulated trading environment provided by the Evaluation Dashboard. Accordingly, there can be no assurance that you will successfully achieve a Passing Evaluation regardless of the number of Breakout Evaluations you purchase. As such, you acknowledge and agree that (i) you should carefully consider whether purchasing a Breakout Evaluation is appropriate for your personal investment objectives, financial circumstances and risk tolerance and (ii) any such purchase is your sole responsibility.
No Payout, Compensation or Consideration Except Certain Eligibility. Even if you achieve a Passing Evaluation, you will not receive any payout, compensation or other form of consideration from the Company for achieving such Passing Evaluation except that you will become eligible to become a Funded Trader subject to a Funded Trader Agreement with POL (the “Funded Trader Agreement”). The Company will not be a party to, or responsible for any payment, compensation or other form of consideration under, any Funded Trader Agreement you may enter into with POL.
Evaluation Trader-Generated Content. By submitting, uploading, publishing, transmitting or otherwise making available any content, data, information, communication or material (collectively, “Evaluation Trader Content”) through, on or in connection with the Evaluation Dashboard, you acknowledge, represent, warrant and covenant that (i) you are solely responsible for all such Evaluation Trader Content that you create, generate, submit or share, (ii) any Evaluation Trader Content is truthful, accurate and complete and created, generated, submitted or shared, as applicable, in good faith, and (iii) the Company disclaims and makes no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the Evaluation Trader Content, or any other information created, generated, submitted or shared in connection therewith by you on the Evaluation Dashboard.
Termination. Pursuant to Sections 2 and 3 above, you agree (i) not to engage in any Prohibited Trading in connection with any Breakout Evaluation or when accessing the Evaluation Dashboard, and (ii) to use the Evaluation Dashboard solely in accordance with the Program Rules and the other terms and conditions hereof. You acknowledge and further agree that the Company has the sole discretion to determine what activities constitute Prohibited Trading. You further acknowledge and agree that, in addition to the circumstances contemplated under sub-Sections 6(b) and (c) below, the Company has the sole and absolute discretion to immediately terminate your Breakout Evaluation and your access thereto; provided, that you shall have access to your Breakout Evaluation for no more than 7 calendar days following such termination, and your access to the Evaluation Dashboard, respectively, and that you will not be entitled to any refund of the Evaluation Fee paid in respect of such Breakout Evaluation, for any activities that the Company determines to be Prohibited Trading whether you agree with this determination or not. Such disagreement will not constitute a controversy or claim arising out of or related to this Agreement under Section 12 below and will, therefore, not be subject to the arbitral processes nor will any of the arbitral rights that would otherwise be provided to you in relation to the resolution of a controversy or claim within the meaning of and in accordance with Section 12 below, be provided to you, as such processes and rights are described thereunder.
FAQs. You represent and warrant that you have fully and carefully reviewed, read and understand the FAQs set forth on the following Company webpage: https://intercom.help/breakoutprop/en/.
Term, Termination and Suspension.
Term. The term of this Agreement (the “Term”) will begin when you purchase a Breakout Evaluation and will continue until completion or termination of such Breakout Evaluation.
Termination upon Breach. If the Company determines at any time, in its sole and absolute discretion, that you have engaged in any Prohibited Trading or a Demo Account Breach has occurred, then the Company shall have the right to immediately terminate your Breakout Evaluation; provided, that you shall have access to your Breakout Evaluation for no more than 7 calendar days following such termination , and you will not be entitled to any refund of the Breakout Fees paid in respect of such Breakout Evaluation.
Termination by Company. The Company reserves the right to terminate the Breakout Evaluation and your access to the Evaluation Dashboard in its sole and absolute discretion and without prior notice.
Suspension. You shall be deemed to have suspended the Breakout Evaluation if you do not enter any transactions with respect to the Breakout Evaluation for a period of 90 consecutive calendar days. Upon any such suspension, you will not have any access to the Evaluation Dashboard unless and until you request that your access be re-activated by contacting the Company at [email protected].
Data Security and Accountability.
Data Processing and Consent. By purchasing a Breakout Evaluation, you agree to provide the Company with the following personal information (“Personal Information”) and consent to its processing and use to provide, operate, and improve the Evaluation Dashboard, for other internal business purposes and for marketing and promotional purposes: your name; your email address; your physical address; the trading data generated through your Breakout Evaluation, including orders, positions, volume, instruments traded, dates, profit and loss information, commissions, balances and equity (collectively, “Personal Trading Data”); your IP Address; your date of birth; your purchase history on the Company’s website; affiliate details; the official documents required to complete “know your customer” checks; cryptocurrency payment addresses; and optional information including social media handles (e.g., Twitter, TikTok and YouTube). Evaluation Trader acknowledges and agrees that all Personal Trading Data shall be deemed to be the sole property of the Company. Without limiting the generality of the foregoing, Evaluation Trader expressly consents to the Company’s right to sell, license, or otherwise provide access to the Personal Trading Data to third parties and waives any and all claims against the Company, including claims of intellectual property infringement, related to the Company’s use, reproduction, distribution, and commercialization of the Personal Trading Data. The Company agrees that, to the extent required by law, it will anonymize any Personal Trading Data before selling or sharing such data with third parties, ensuring that Evaluation Trader cannot be identified based on the Personal Trading Data.
KYC and AML. Any Personal Information collected from you by the Company is the minimum required for the operation by the Company of the Evaluation Dashboard in manner compliant with “know-your-customer” and anti-money laundering requirements in the jurisdictions in which the Company operates. The Personal Information that you are required to provide may be expanded in the future, subject to notice. Breakout operates in a General Data Protection Regulation, as amended (“GDPR”) compliant manner.
Your Rights with Respect to Personal Data. Evaluation Traders have the right to access and the Company may comply with requests to delete or erase Evaluation Trader’s Personal Information (other than Personal Trading Data, except to the extent such Personal Trading Data contains Personal Information that may include but not be limited to Evaluation Trader’s name, email address and physical address and must be deleted upon such request in accordance with applicable laws) by performing such actions that may be permitted under applicable laws in order to remove specific data (e.g., deidentifying data; aggregating date; deleting data with the exception of archived or back-up systems, if such exceptions(s) are permitted under the applicable laws) by contacting the Company at [email protected]. You acknowledge and agree that exercising these rights may result in the termination of your Breakout Evaluation and this Agreement, and rights to access the Evaluation Dashboard.
Data Security Measures. The Company takes data security extremely seriously. All Evaluation Trader passwords are encrypted and not accessible. In addition, the Company employs administrative tiering to implement the principles of Least Access. Breakout does not collect sensitive personally identifiable information or financial data.
Data Sharing and Transfers. Breakout does not currently market, sell, or transfer data external to the European Economic Area (“EEA”) except Breakout may provide POL with access to Personal Information of Evaluation Trader for the sole purpose of enabling POL to on-board an Evaluation Trader that becomes eligible to enter into a Funded Trader Agreement with POL on the terms and conditions hereof so long as such access does not result in Breakout’s non-compliance with GDPR.
Data Retention and Deletion. As many Breakout metrics are on a lifetime basis, data for active users is not deleted except upon request. After a period of five (5) years of inactivity, a user’s profile will be deleted (though this may occur before this period). Data is retained only to provide the user with a more robust platform experience. Operational data maintained beyond this period is anonymized and used for performance tracking only.
Compliance and Accountability. The Company is committed to GDPR compliance and accountability. This includes appointing a “Data Protection Officer”, if required, conducting data protection impact assessments where applicable, and cooperating with data protection authorities.
Limited License.
Grant of License. Subject to the terms hereof and your continuing compliance with this Agreement, the Company hereby grants you, and you hereby accept from the Company, limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, and royalty-free license during the Term to use the Evaluation Dashboard for its intended purposes described in this Agreement. You are expressly prohibited from and agree and covenant not to scrape, frame, hack, reverse engineer, crawl or aggregate any platform or website compromising the Evaluation Dashboard, whether in whole or in part, for any purposes whatsoever.
Restrictions on Use. You acknowledge and agree that your limited use of the Evaluation Dashboard does not entitle you to any license or Intellectual Property Rights (as defined below) to any technology, intellectual property, copyrights, trademarks, or trade secrets of the Company or any third-party. You acknowledge and agree that your use of the Evaluation Dashboard is limited by the terms and conditions of this Agreement, and you expressly agree that you will not use the Evaluation Dashboard in any manner that is not expressly authorized under the terms of this Agreement. The Company reserves all of its rights not expressly granted through this Agreement. As used herein, “Intellectual Property Rights” means, on a worldwide basis, any and all: (i) rights associated with works of authorship, including copyrights, moral rights, and mask-works; (ii) trademarks, service marks, trade names, trade dress, symbols, logos, designs, and other source identifiers; (iii) trade secret rights; (iv) patents, designs, algorithms, and other industrial property rights; (v) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license, or otherwise; and (vi) registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
License Revocable. This license is revocable by the Company at any time without prior notice.
Disclaimer of Warranties; Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE BREAKOUT EVALUATION AND EVALUATION DASHBOARD ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NONINFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY (I) CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO (A) DATA, INFORMATION OR CONTENT APPEARING ON THE COMPANY’S WEBSITE OR (B) DATA, INFORMATION, CONTENT OR SERVICES PURPORTED TO BE PROVIDED BY A THIRD PARTY ON EITHER A THIRD PARTY’S WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE COMPANY’S WEBSITE OR ANOTHER THIRD PARTY WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE FIRST MENTIONED THIRD PARTY WEBSITE THAT IS REFERENCED OR ACCESSIBLE THROUGH THE COMPANY’S WEBSITE, AND YOUR USE OF OR ACCESS TO THE BREAKOUT EVALUATION, EVALUATION DASHBOARD OR ANY OF THE AFOREMENTIONED WEBSITES; (II) COMPENSATORY, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND; (III) LOST PROFITS, LOST SAVINGS, LOST ASSETS, LOST EARNINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF DATA OR TECHNOLOGY, OR INTERRUPTION OR LOSS OF USE OF SERVICE IN CONNECTION WITH THIS AGREEMENT; OR (IV) COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS OR DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE EVALUATION DASHBOARD OR ANY OF THE AFOREMENTIONED WEBSITES OR DOWNTIME IN CONNECTION WITH THIS AGREEMENT (EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE), REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT. YOU ACKNOWLEDGE THAT YOUR USE OF THE BREAKOUT EVALUATION, EVALUATION DASHBOARD AND THE MATERIALS CONTEMPLATED UNDER (I)(A) AND (B) ABOVE RELATED TO ONE OF THE WEBSITES CONTEMPLATED THEREUNDER IS AT YOUR SOLE RISK AND THAT THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) WILL NOT EXCEED THE AMOUNT THAT YOU PAID TO PURCHASE A BREAKOUT EVALUATION OR $1,000, WHICHEVER IS LESS.
CLASS ACTION WAIVER. YOU AND THE COMPANY AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH SECTION 12 AND NOT ON A CLASS, REPRESENTATIVE OR COLLECTIVE BASIS OR AS PART OF A MASS ACTION (INCLUDING AS A MASS ARBITRATION), AND YOU HEREBY WAIVE ALL RIGHTS TO BRING OR PARTICIPATE IN SUCH ACTIONS IN COURT OR THROUGH ARBITRATION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION 10 DOES PREVENT YOU OR THE COMPANY FROM PARTICIPATING IN A CLASS-WIDE SETTLEMENT OF CLAIMS.
Indemnification. You agree to indemnify and hold harmless the Company, its officers, shareholders, directors, employees, subsidiaries, affiliates, white label users, and representatives from any and all claims, losses, damages, liabilities, expenses (including attorneys’ fees) and costs arising out of or related to your use of the Breakout Evaluation, the Evaluation Dashboard, including, without limitation, in connection with your creation, generation, submission or sharing of the Evaluation Trader Content, or the Company website; your violation of any term or condition of this Agreement; your violation of the rights of third parties, including Intellectual Property Rights or other personal or proprietary rights; and your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. Your obligation does not include any duty to defend the Company. The Company shall retain the exclusive right to control its defense, including its choice of counsel and the decision to litigate or settle any claim subject to indemnification provided that such defense shall be at your expense.
Arbitration. You acknowledge and agree that any controversy or claim arising out of or related to this Agreement, including any claim or controversy concerning interpretation of this Agreement or your use of the Evaluation Dashboard; provided, however, that any controversy or claim arising out of or related to this Agreement that constitutes your disagreement with the Company’s determination that your activities constituted Prohibited Trading, as further described under Section 4 above, will be settled by confidential, binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”). Any claim arising under or related to this Agreement, that is permitted to be brought under this Section 12, must be brought within six (6) months of the date of the alleged cause of action, omission or conduct giving rise to the alleged claim. The arbitration proceeding will be decided by not more than three (3) arbitrators randomly selected from a list of neutral arbitrators maintained by the AAA. Such arbitrators may not consolidate more than one person’s claim against the Company arising out of or related to this Agreement unless such persons and the Company agree otherwise or preside over any form of a representative or class proceeding. Judgment on any award may be entered in any court of competent jurisdiction. The arbitrators will be provided with the right to award costs and attorneys’ fees to the prevailing party. The arbitration will be held in Miami, Florida and both the Company and Evaluation Trader agree that they will be required to be present in Miami, Florida for arbitration. The substantive laws of Florida shall apply. The foregoing notwithstanding, the Company shall be permitted to seek any injunctive or equitable relief arising out of or relating to this Agreement in any court of competent jurisdiction.
Intellectual Property and Confidentiality. The Company (or, to the extent applicable, its third party licensors) shall own all Intellectual Property Rights in and to all Material (as defined below) that Company or you, including, without limitation, the Evaluation Trader Content, creates, furnishes, or makes available in connection with this Agreement, and all modifications, enhancements, and derivative works thereof (collectively, “Company Material”), which shall be deemed confidential information of Company. Evaluation Trader shall cease all use of Company Material upon the expiration or termination of this Agreement for any reason, or as otherwise directed by Company. Evaluation Trader will not copy, modify, de-compile, reverse engineer, or make derivative works of the Company Material or share, disseminate or otherwise provide to any other person or entity other than the Company. As used herein, “Material” means all systems, software (including source code and object code), programs, scripts, technology, documentation, reports, notes, tools, methods, business methods, processes, procedures, interfaces, workflows, inventions, forms, data, data formats, data compilations, program listings, programming tools, program names, designs, models, specifications, design documents and analyses, drawings, videos, test results, research, business models, business rules, business logic, work and process flows, system architecture plans, works of authorship, and similar material created, furnished, or made available in connection with this Agreement.
Force Majeure. The Company shall not be liable to Evaluation Trader for any claims, losses, damages, costs or expenses, including attorneys’ fees, (whether caused directly or indirectly by any action or inaction of the Company or otherwise) due to any event beyond the Company’s control, including, without limitation, any government shutdown, civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, pandemics or large-scale health events, a Fork, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to the Company, Evaluation Trader or any third-party.
Assignment. You are expressly prohibited from assigning your rights and obligations under this Agreement. The Company reserves the right to assign its rights and duties under this Agreement, including in connection with a sale or transfer of all or a portion of the Company or its assets.
Notices.
To Evaluation Trader. Any notice to be given by the Company under this Agreement may be provided to Evaluation Trader at the email address provided pursuant to Section 7(a) above, by posting on the Company’s website or by posting on the Company’s active Discord channel which is identified as “discord.gg/breakout”, and shall be deemed received by Evaluation Trader immediately upon the email being successfully delivered to Evaluation Trader’s email server, as confirmed by the email system, upon the time of such posting on the Company’s website or upon the time of such posting in the above Discord channel, respectively.
To the Company. Evaluation Trader must send any notices or communications to the Company using the designated email address: [email protected]. Notices sent by Evaluation Trader through email will be deemed received by the Company upon the Company’s confirmation of receipt.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with Section 12 above.
Survival. The representations, warranties and covenants made by you under this Agreement will survive the termination of this Agreement, including, your obligations to indemnify the Company.
Amendment and Waiver. The Company reserves the right to replace, modify or amend this Agreement at any time without prior notice and within its sole and absolute discretion. In the event the Company replaces, modifies, or amends this Agreement, you consent and confirm that your continued use of the Evaluation Dashboard after the effective date of said changes will constitute your agreement to any replacement, modification, or amendment to this Agreement. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless such waiver is in writing and signed by the party to be charged. Failure or delay by either party to exercise any right or power under this Agreement or to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. A waiver of a breach of any provision to this Agreement will not constitute a waiver of any other breach.
Miscellaneous. The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed at law or in equity. Resort to one form of remedy shall not constitute a waiver of alternate remedies. The word “including” (and its derivative forms such as “include” and “includes”), whether or not capitalized, means “including without limitation.” Article and section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement. This Agreement, and any modifications or amendments thereto, may be executed in several counterparts and by scanned, digital or electronic signature, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same agreement between the parties with the same effect as if all the signatures were upon the same instrument. A scanned, digital or electronic signature shall be as legally effective as an original signature.
Severability. In the event that any term or condition of this Agreement is deemed invalid or unenforceable in accordance with this Agreement, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining terms and conditions of this Agreement will remain in full force and effect.
Entire Agreement. This Agreement and any documents incorporated herein by reference including, for the avoidance of doubt, the Terms and Conditions contains the entire agreement between the Company and Evaluation Trader regarding the Breakout Evaluation purchased by Evaluation Trader pursuant hereto and the use of the Evaluation Dashboard in connection therewith and supersedes all prior understandings, agreements, or representations between the Company and Evaluation Trader, whether written or oral.

ANNEX A Program Rules Updated as of December 15, 2025

The following are program policies and procedures that govern the relationship between Breakout Trading Group, LLC, a Delaware limited liability company doing business as “Breakout” (the “Company”), and a counterparty to the Agreement (as defined below) (the “Evaluation Trader”), to a particular Breakout Evaluation Agreement by and between the Company and the Evaluation Trader (the “Agreement”), effective as of the last date appearing on the signature page thereto, as described therein. All capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Agreement.

Steps of Breakout Evaluation and Drawdown Parameters:

1-Step Classic Breakout Evaluation:

To obtain a Passing Evaluation for a 1-Step Classic Breakout Evaluation, you must increase your Demo Account Size to the corresponding Upgrade Target as set forth in the following chart:

Demo Account Size	Upgrade Target
$5,000	$500
$10,000	$1,000
$25,000	$2,500
$50,000	$5,000
$100,000	$10,000

1-Step Pro Breakout Evaluation:

To obtain a Passing Evaluation for a 1-Step Pro Breakout Evaluation, you must increase your Demo Account Size to the corresponding Upgrade Target as set forth in the following chart:

Demo Account Size	Upgrade Target
$5,000	$600
$10,000	$1,200
$25,000	$3,000
$50,000	$6,000
$100,000	$12,000
$200,000	$24,000

1-Step Turbo Breakout Evaluation:

To obtain a Passing Evaluation for a 1-Step Turbo Breakout Evaluation, you must increase your Demo Account Size to the corresponding Upgrade Target as set forth in the following chart:

Demo Account Size	Upgrade Target
$5,000	$450
$10,000	$900
$25,000	$2,250
$50,000	$4,500
$100,000	$9,000
$200,000	$18,000

General Rules re Passing Evaluation:

There is no maximum number of attempts to obtain a Passing Evaluation.

Upon a Demo Account Breach, the Evaluation Trader must purchase another Breakout Evaluation to have the opportunity to receive a Passing Evaluation and derive the associated benefits thereunder, as described in the Agreement.

Drawdown Limits:

If the value of the Demo Account Equity reaches or exceeds either the applicable Maximum Daily Loss Limit (as defined below) or the applicable Maximum Drawdown Limit (as defined below) on any given day in which the Evaluation Trader may trade through the Evaluation Dashboard pursuant to the Agreement, the Evaluation Trader will be in Demo Account Breach.

“Maximum Daily Loss Limit” is equal to the percentage difference between the Demo Account Balance and the Demo Account Equity (as each term is described below). “Demo Account Balance” means the balance of the Demo Account, not including any open positions at 00:30 UTC on any given day that the Evaluation Trader may trade through the Evaluation Dashboard pursuant to the Agreement (and this balance and any balance hereinafter referred to as being calculated at 00:30 UTC, updates as of this time on any given day that the Evaluation Trader may trade through the Evaluation Dashboard). “Demo Account Equity” means the balance of the Demo Account including any open positions at any point within 24 hours of calculating the Demo Account Balance as of 00:30 UTC on any given day that the Evaluation Trader may trade through the Evaluation Dashboard pursuant to the Agreement. Both the Demo Account Balance and the Demo Account Equity are available to the Evaluation Trader at such Evaluation Trader’s Evaluation Dashboard. The Maximum Daily Loss Limit for 1-Step Trading is (3)%.

“Maximum Drawdown Limit” means, for 1-Step Trading, a decrease of the applicable Drawdown from Initial Demo Account Balance (as defined below). “Highest Demo Account Balance” means the highest balance that your Demo Account has reached on any given day that the Evaluation Trader may trade through the Evaluation Dashboard pursuant to the Agreement. “Drawdown” means the balance representing a decrease from the Initial Demo Account Balance for 1-Step Trading equal to 6% for Classic plans, 5% for Pro plans, or 3% for Turbo plans. “Initial Demo Account Balance” means the provided balance of the Demo Account immediately upon the Demo Account being opened by the Company.

Trading and Swap Fees:

The Company’s trading fee to place a buy or sell order is 0.04%.

If the Evaluation Trader has an open swap position at 00:00 UTC on any given day that the Evaluation Trader may trade through the Evaluation Dashboard pursuant to the Agreement, a daily swap fee of 0.033% per open swap position will be deducted from the balance of the Demo Account at this time.

Leverage Limits: Maximum leverage for BTC and ETH is 5x. Maximum leverage for all other Digital Assets is 2x. Available leverage is auto-applied and not subject to change.

Open Position Size Limits: The maximum open position size for any Digital Asset is available in the Evaluation Dashboard. Simply right-click on a Digital Asset and select ‘Instrument info’, or click the “i” button at the top of the Digital Asset’s chart tab. Alternatively, a list of each Digital Asset that can be traded by the Evaluation Trader through the Demo Account and its corresponding maximum open position size, can be viewed on the Company’s Symbols website at https://www.breakoutprop.com/symbols/.

Limit Orders: Unfilled limit orders may occur as a result of the spread (difference between the bid and the ask prices) and/or insufficient liquidity at the limit order purchase or sale price for a particular Digital Asset. The Evaluation Dashboard does not support partial fills, meaning that if a limit order cannot be filled for the full amount, it will not be filled at all. The Company recommends reviewing the “depth of market” tool in the Evaluation Dashboard to determine whether there is sufficient liquidity to get a full fill of an order at a proposed limit price.

Hedging: The Evaluation Trader may hedge open positions in its Demo Account. “Hedge Mode” whereby the Evaluation Trader may simultaneously enter into both a long- and short-position on the same financial instrument. Hedge Mode is enabled by default in all Demo Accounts.

Partial Take Profit Orders: As of the date hereof, sell orders for part of an open position are not permitted.

Simulated Capital and Trades: The Evaluation Dashboard is a simulated trading environment that seeks to replicate a live trading environment with a high degree of accuracy but the capital that appears in the Demo Account has no economic value whatsoever and filled orders do not have a counterparty that exists.

VPN Usage: The Company permits Evaluation Traders to use virtual private networks (“VPNs”); provided, that the Evaluation Trader does not use such VPN to attempt to conceal or misrepresent the jurisdiction in which the Evaluation Trader is operating from, or evade the applicable laws and regulations provided for in the Agreement or the other terms and conditions of the Agreement.

Resolving Account Trading Restrictions:

If the Evaluation Trader receives the “Trading is disabled, please contact your account manager” error message when trying to execute a trade on the Evaluation Dashboard, it means the Demo Account is under review by the Company. This review process can take up to 24 hours. No action is required by the Evaluation Trader during this time.

However, if the Evaluation Trader continues to receive the above message after 24 hours of first receiving such message, the Evaluation Trader can contact the Company via email at [email protected] or use the live chat function on the Company website to work towards resolving this issue.