ตัวแปลกฎหมาย

TRADING BOT SERVICE AGREEMENT THIS AGREEMENT is entered into this __ day of __, by and between ___________________, located at _____________ (hereinafter "Service Provider") and _______________ located at _____________ (hereinafter "Client").

WHEREAS: YOU REPRESENT THAT YOU ARE OVER 20 YEARS OLD OR ARE OTHERWISE SUI JURIS, OR IF NOT BUT YOU ARE OVER 16 YEARS OLD, THAT YOU HAVE YOUR PARENTS’ OR GUARDIANS’ CONSENT TO FORM A BINDING AGREEMENT.

• TERM This Agreement shall commence on _____, and continues perpetually unless terminated by either party according to details in the Termination section.

• SERVICES The Service Provider, as the owner of the “trading bot”, helps facilitate the client with the deployment of the bot. The bot will be tailored to the Client's specific criteria, including but not limited to parameters such as trade frequency, price, volume, or other indicators of the selected asset(s) & agreed upon asset type(s).

Trading Bot Specifications: The initial principal for the trading bot to execute: ______ Currency: USDT Trading assets: Crypto Currencies Trading Platform: Binance/OKX Trading Criteria: According to strategy presented.

• RESPONSIBILITIES 3.1 Client Responsibilities The Client shall undertake the following responsibilities:

• Provide Service Provider with the specifications in which the “trading bot” is to be executed.

• Create a trading account on an agreed trading platform, and make sure the setting follows the safety and security guidelines recommended by the Service Provider to ensure account safety.

• Ensuring that the designated trading account is strictly employed for the execution of the trading bot developed under this Agreement. The Client is strictly prohibited from engaging this account in any trading activities, be they self-conducted or executed in association with other parties.

• Deposit the initially agreed principal to the account. specified in this Agreement. The Client shall ensure that the account is adequately funded to allow for the execution of trades according to the trading strategies defined.

• Inform the Service Provider promptly of any changes to the trading account settings, risk tolerance, or any other parameters that may affect the operation of the trading bot. The Client acknowledges that failure to notify the Service Provider of such changes may result in unintended trading outcomes.

• The Client is required to use best practices to safeguard the account, including employing strong passwords, enabling two-factor authentication, and regularly updating security measures.

• Maintain the security of the trading account for the duration of this Agreement. The Client is required to notify the Service Provider promptly in writing if any security breaches or unauthorized access to the trading account are detected or incidents are detected to mitigate potential losses.

• Regularly monitor the performance of the trading bot and promptly report any discrepancies or concerns to the Service Provider.

• Review and acknowledge that the trading bot's performance is subject to market risks, and past performance does not guarantee future results. The Client shall not hold the Service Provider liable for any losses incurred during the use of the trading bot.

• Fulfil the payment obligations to the Service Provider as delineated in the Compensation and Payment section of this Agreement.

3.2 Service Provider Responsibilities

The Service Provider shall undertake the following responsibilities:

• Set, test, and deploy the “trading bot” according to the agree specifications.

• Provide the Client with the results of back-testing procedures to verify that the trading code functions according to the agreed requirements.

• Offering strategic counsel to the Client on account creation and configuration to maintain the security of the account.

• Assuring that all risks associated with the account, hardware, and software are accounted for. This includes providing the Client with detailed information regarding potential risks and the measures adopted to mitigate them.

• Deploying a reporting module to keep both parties updated of the account status, including current positions and overall portfolio value.

• Assessing the fee involved, informing the Client of the calculated fee, and invoicing the Client in accordance with the agreement.

Both parties will work together closely and cooperatively to ensure the success and smooth operation of the trading bot.

CONTACT DETAILS: Service Provider’s email: insert <email> and/or LineID Client’s email and/or line: insert <email> and/or LineID

• FEE MODEL Annual Fee Bot Set Up fee - Bot Maintenance fee - Bot Performance fee 30.00% from net profit (of highest watermark)

Portfolio performance and accounting are calculated bi-annually using the portfolio value on the 30th of June and 31st of December (i.e., account closing date). *Watermark only use the portfolio value during closing date.

4.1 Invoice and Payment Date The fee will be calculated as stated in the Compensation section. The invoice will be issued on a mutually agreed upon date. Once the Client has been invoiced, it is the Client's responsibility to pay the Service Provider within 15 days of receiving the invoice.

Invoice Date: Within 15 days after account closing date. Payment Date: Within 15 days after the invoice has been issued.

4.2 Late Payment Penalty In the event of late payment by the Client, they shall be liable for a late payment penalty of 1.5% per month on the outstanding amount. The penalty shall accrue from the due date until the payment is made in full.

If the Client fails to make payment within [30] days after receiving a written notice of late payment, the Service Provider may exercise further remedies, such as suspending services or terminating the agreement.

• CONFIDENTIALITY Given the nature of this service agreement, where the Client does not compensate the Service Provider for the development, testing, and deployment of the code and hardware involved, the code remains the property of the Service Provider and Service Provider alone.

All information shared by either party during this agreement shall be treated as confidential. Neither party may disclose this information during or after the term of this Agreement, unless both parties provide written consent to such disclosure.

• TERMINATION Either party wishing to terminate this agreement is required to provide the other party with a 30-day written notice. Breach of any clause in this agreement will also lead to termination. Upon termination, any fee calculated up to the point of termination will be automatically invoiced. Any fee not yet calculated will be accounted for on a pro-rated basis and invoiced accordingly. Once invoiced, the Client has 15 days to pay the Service Provider.

• RISKS AND LIMITATION OF LIABILITY 7.1 Acknowledgement of Risks The Client acknowledges and fully understands the risks associated with the services provided under this Agreement, including but not limited to risks associated with the investment strategy, hardware, and software utilized. The Client affirms that they have thoroughly reviewed and understood the Risk Summary provided by the Service Provider.

7.2 Limitation of liability The Client agrees that in the event of unexpected circumstances that may result in a loss of the principal or underperformance of the portfolio, the Service Provider shall not be held liable, and no indemnification shall be required. The Client acknowledges that cryptocurrency trading involves inherent risks, and the performance of the trading bot is subject to market conditions beyond the control of the Service Provider.

The Client further agrees that the Service Provider shall not be liable for any losses, damages, or expenses incurred by the Client resulting from the use of the trading bot or its associated services, except in cases of wilful misconduct or gross negligence by the Service Provider.

7.3 Additional Risk The Client agrees to promptly inform the Service Provider if they identify any additional risks not currently addressed in the Risk Summary provided. The Client and the Service Provider shall engage in good-faith discussions to assess and address any new risks that may arise.

It is agreed that no adjustments to this Agreement will be made unless and until both parties agree to a resolution of any additional risks identified. The Service Provider shall have the right to modify the trading strategies or other aspects of the trading bot to address such risks, subject to mutual agreement with the Client.

  7.4 Force Majeure Neither party shall be held liable for any failure or delay in performance under this Agreement due to causes beyond that party's reasonable control and occurring without that party's fault or negligence. Such causes may include, but are not limited to, acts of government, flood, fire, civil unrest, acts of terror, strikes, computer attacks (by government/nation entities or otherwise), or other unforeseen events commonly referred to as "Force Majeure."

7.5 Mitigation of Damages In the event of any claim or dispute arising out of this Agreement, the parties shall take all reasonable steps to mitigate any damages suffered. Both parties shall promptly notify each other of any potential breaches or claims and cooperate fully in resolving any issues to minimize potential losses.

• AMMENDMENT No amendment to this Agreement will be effective unless it is in writing and signed by each party. Any amendment to this Agreement must be in writing, signed by the parties, and expressly state that it is amending this Agreement.

8.1 No Oral Amendment This Agreement may only be amended in writing and signed by both parties. No oral agreement or understanding shall modify or alter the terms and conditions of this Agreement.

8.2 Written Amendment Any amendment to this Agreement must be in writing and signed by the parties to this Agreement. The written amendment shall expressly state that it is amending this Agreement and shall be attached as an addendum to the original Agreement.

8.3 Full Force and Effect All other provisions of this Agreement shall remain in full force and effect, unaffected by any amendment, unless expressly stated otherwise in the written amendment.

8.4 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  8.5 Electronic Signature The parties agree that electronic signatures and copies exchanged via email or electronic means shall be considered original signatures and documents for the purposes of this Agreement and any amendments thereto.

• ASSIGNMENT Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party.

Neither party shall have the right to assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement to any third party without the prior written consent of the other party. Notwithstanding the, either party may assign its rights and obligations under this Agreement to an affiliated company or to a successor in interest resulting from a merger, acquisition, or similar corporate transaction, provided that such assignment does not materially affect the rights or obligations of the other party under this Agreement.

In the event of any permissible assignment under this clause, the assigning party shall provide written notice to the other party, informing them of the assignment and providing the necessary information about the assignee, including contact details and any changes to payment instructions, if applicable.

• NOTICE All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other party via either. • Email to the receiving party and all their representatives. • Line Group with both parties and representatives present. Which are provided in the contact details section in this agreement.

• INDEMNIFICATION AND DISPUTE RESOLUTION 11.1 Indemnification The Client agrees to indemnify, defend, and hold harmless the Service Provider and its affiliates, directors, officers, employees, and agents from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or related to: a) Any breach of this Agreement by the Client, b) The Client’s use of the trading bot and services provided under this Agreement, c) Any unauthorized use of the trading account or breach of security by the Client or any third party, d) Any claims or actions by third parties related to the Client’s trading activities or investments, and e) Any losses or damages incurred by the Client or third parties resulting from the use of the trading bot or its associated services.

12.2 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled amicably between the parties through good faith negotiations.

If the parties are unable to resolve the dispute through negotiation within 30 days of written notice of the dispute, either party may initiate mediation. Mediation shall be conducted by a neutral mediator selected jointly by the parties.

If mediation is unsuccessful or not chosen by either party, any dispute, controversy, or claim shall be finally settled by arbitration in accordance with the rules of Thai Arbitration Institute, by arbitrator(s) appointed in accordance with said rules. The arbitration shall take place in Bangkok, Thailand, and the language of the arbitration shall be Thai.

The decision rendered by the arbitrators shall be final and binding upon the parties and may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or legal proceeding under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

• SEVERABILITY If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  13. ENTIRE AGREEMENT This Agreement contains the entire agreement between the Service Provider and the Client and supersedes any prior written or oral agreements between them.

IN WITNESS WHEREOF, the esteemed parties, with full understanding and accord, have set their hands and affixed their signatures to this Agreement as of the date first above written, signifying their solemn commitment and mutual intent to be bound by the terms and covenants contained herein.

Service Provider (Signature) _______________________ [__________]

Client (Signature) _______________________ [__________]

Witness: (Signature) _______________________ ( )

Witness: (Signature) _______________________ ( )

Two copies of the agreement are made and signed for each party to keep. Accompanying this agreement is the signed national ID of both parties.

ทวิ นอกเหนือจากที่กล่าวไว้ในวรรคก่อน หากมีความจำเป็นเพื่อกำหนดตัวผู้ถือหุ้นหรือผู้รับจำนำหุ้นที่จดทะเบียนแล้ว ซึ่งสามารถใช้สิทธิได้ คณะกรรมการโดยมติเสียงข้างมาก สามารถกำหนดวันกำหนดขึ้นเป็นการเฉพาะกาลได้ โดยต้องประกาศให้ทราบล่วงหน้า

8.3 Full Force and Effect All other provisions of this Agreement shall remain in full force and effect, unaffected by any amendment, unless expressly stated otherwise in the written amendment.

• SEVERABILITY If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.