Exhibit 10.15


 


SOFTWARE
LICENSING AGREEMENT


 


This SOFTWARE LICENSING AGREEMENT (the “Agreement”)
is entered into this 28th day of April, 2016 (the “Effective Date”)
by and between Forex Development Corporation a Delaware corporation with principal offices at 115 W 18th St., 2nd Floor, New York,
NY 10011 (“Licensor”) and Atom8 Financial Services LLP, (Company No. OC376560), with principal offices at 2nd Floor,
Centenary House, Palliser Road, London, W14 9EQ. Atom8 Financial Services LLP is authorized and regulated by the Financial Conduct
Authority. FRN: 590299 (“Licensee”).


 


 RECITALS




 


WHEREAS, Licensee is the owner of, or has acquired
the rights to the Software and Documentation defined below; and


 


WHEREAS, Licensee, a leading provider of ECN
FX and spread betting services;


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants contained herein, the parties agree as follows:


 


1. Definitions


 


1.1 “Documentation”
shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to
Licensee by Licensor in connection with the Software.


 


1.2 “License
Fee” shall mean the fees listed on Exhibit A attached hereto.


 


1.3 “Software”
means the software program supplied by Licensor herewith, which are further described in Exhibit A attached hereto, and may also
include documentation, associated media, printed materials, and online and electronic documentation.


 


2. Grant of License. Subject to the
terms and conditions of this Agreement, the Licensor hereby grants to Licensee, for the term of this Agreement a worldwide, non-exclusive,
non-transferable license (the “License”) to:


 


(a) Install
and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server,
used only to install the Software on Licensor other computers over an internal network, provided that Licensee obtains a license
for each separate computer on which the Software is installed and run. The License for the Software may not be shared or used concurrently
on different computers.


 


(b) Make
one copy of the Software in machine-readable form solely for backup purposes. Licensee must reproduce on any such copy all copyright
notices and any other proprietary legends on the original copy of the Software.


 


3. License Restrictions


 


3.1 No
Distribution. Other than as set forth in Section 2 (Grant of License), Licensee may not make or distribute copies of the Software,
or electronically transfer the Software from one computer to another or over a network.


 




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3.2 No
Sublicense. Licensee may not rent, lease, or sublicense the Software.


 


3.3 Assignment
and Transfer. Licensee may permanently transfer all of Licensor rights under this License only as part of a sale or transfer
of all or substantially all of the assets of the Licensee, provided that Licensee retain no copies, Licensee transfer all of the
Software (including all component parts, the media and printed materials, any upgrades, this License, and the serial numbers),
and the recipient agrees to the terms of this License. If the Software is an upgrade, any transfer must include all prior versions
of the Software. Licensee may not sell or transfer any Software purchased under a volume discount.


 


4. Modifications and
Upgrades.


 


4.1 Error
Corrections and Updates. Licensor will provide to Licensee all error corrections, bug fixes, patches or other updates to the
Software licensed hereunder in object code form to the extent available in accordance with the Licensor’s release schedule
for a period of 5 year(s) from the date of shipment/download.


 


4.2 Other
Modifications. Licensee may, from time to time, request that Licensor incorporate certain features, enhancements or modifications
into the Software. Licensor may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified
to all or any of Licensor’s licensees. Licensee may not modify the Software or create derivative works based upon the Software.


 


4.3 Title
to Modifications. All such error corrections, bug fixes, patches, updates and other modifications shall be the sole property
of Licensor. All upgrades and updates are provided to Licensee on a license exchange basis. Licensee agrees that it will not continue
to use earlier versions of the Software or transfer it to another person or entity unless such transfer is pursuant to Section
3 (License Restrictions).


 


5. Copies. Except as specifically set
forth herein, no Software or Documentation which is provided by Licensor pursuant to this Agreement in human readable form, such
as written or printed documents, shall be copied in whole or in part by Licensee without Licensor’s prior written consent.
Additional copies of printed materials may be obtained from Licensor at the charges then in effect. Except as specifically set
forth herein, any Software provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee’s
backup or archive purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the Software
and make such records available upon Licensor’s request. Licensee further agrees to reproduce all copyright and other proprietary
notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally
included on the Software.


 


6. License Fees and
Payment.


 


6.1 License
Fee. In consideration of the license rights granted in Section 2 (Grant of License), Licensee shall pay the license fees or
other consideration for the Software and as set forth on Exhibit A attached hereto. All amounts payable hereunder by Licensee shall
be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made
payable to Licensor and shall be forwarded to 115 W 18th St., 2nd Floor, New York, NY 10011.


 


6.2 Taxes
and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value- added, or other tax or governmental
charges imposed on the licensing or use of the Software hereunder, (ii) freight, insurance and installation charges, and (iii)
import or export duties or like charges.


 


7. Delivery. Within 30 days of the Effective
Date of this Agreement, the Licensor shall deliver to Licensee a master copy of the Software and Documentation licensed hereunder
in object code form, suitable for reproduction, in electronic files only.


 


8. Intellectual Property
Rights; Ownership.


 


8.1 Proprietary
Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality
or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce
and include same on each copy of the Software.


 




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8.2 No
Reverse Engineering. Licensee agrees not to decompile, reverse engineer, disassemble, modify or otherwise reduce the Software,
or any portion thereof to a human- perceivable form.


 


8.3 Ownership.
Licensee further acknowledges that all copies of the Software in any form provided by Licensor or made by Licensee are the
sole property of Licensor and/or its suppliers. Licensee shall not have any right, title, or interest to any such Software or copies
thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with
maintenance of Licensor’s proprietary rights therein.


 


9. Confidentiality.


 


9.1 General
Provisions. Each party acknowledges and agrees that any information received under this Agreement, including client and/ o
technical information constitutes the proprietary confidential information of the disclosing party, and that the other party’s
protection thereof is essential to this Agreement.


 


Each party shall retain in strict confidence
and not disclose any such information to any third party (except as authorized by this Agreement) without the other party’s
express written consent. The prohibitions contained in this Section 9.1 (General Provisions) preclude dissemination of such information
to Licensee’s subsidiaries or affiliates.


 


9.2 Confidentiality.
Each party acknowledges and agrees that the terms and conditions of this Agreement shall be treated as confidential information
and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form
without the prior written consent of the other party; provided, however, that the general existence of this Agreement shall not
be treated as confidential information, and that either party may disclose the terms and conditions of this Agreement: (a) as required
by any court or other governmental body or as otherwise required by law; (b) to legal counsel, accountants, banks, proposed investors,
and financing sources of the parties and their advisors; (c) in confidence, in connection with the enforcement of this Agreement
or rights under this Agreement; or (d) in confidence, in connection with a merger or acquisition or proposed merger or acquisition,
or the like.


 


9.3 Exceptions.
Each party shall be relieved of its obligation of confidentiality hereunder to the extent any such information: (a) was in
the public domain at the time of disclosure or has become in the public domain through no fault of such party; (b) was known to
such party, without restriction, at the time of disclosure as shown by its files in existence at the time of disclosure; (c) was
disclosed by such party with the prior written approval of the other party; (d) was independently developed by such party without
any use of the other party’s confidential information; or (e) becomes known to such party, without restriction, from a source
other than the other party and without breach of this Agreement.


 


9.4 Injunctive
Relief. Each party acknowledges that any breach of any of its obligations with respect to confidentiality or use of the other
party’s confidential information hereunder is likely to cause or threaten irreparable harm to the other party, and, accordingly,
it agrees that in the event of such breach the other party shall be entitled to equitable relief to protect its interest therein,
including but not limited to preliminary and permanent injunctive relief, as well as money damages.


 


9.5 Survival.
Licensee’s obligations under this Section 9 (Confidentiality) shall survive the termination of this Agreement or of any
license granted under this Agreement for whatever reason.


 


10. Limited Warranty
and Disclaimer.


 


10.1
Limited Warranty. The Company warrants that, for a period of ninety (90) days from the date of delivery (as evidenced
by a copy of Licensor receipt): (i) when used with a recommended hardware configuration, the Software will perform in substantial
conformance with the documentation supplied with the Software; and (ii) the physical media on which the Software is furnished will
be free from defects in materials and workmanship under normal use.


 




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10.2
Disclaimer of Warranties. NO OTHER WARRANTY EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, LICENSOR AND ITS
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, OR OTHERWISE INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NONINFRINGEMENT, TITLE OR QUIET ENJOYMENT. IF APPLICABLE LAW IMPLIES
ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY
OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.


 


10.3
USA Only. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.


 


11. Exclusive Remedy. Licensor exclusive
remedy under Section 10 (Limited Warranty and Disclaimer) is to return the Software to the place Licensee acquired it, with a copy
of Licensor receipt and a description of the problem. Licensor will use reasonable commercial efforts to supply Licensee with a
replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or
refund to Licensee Licensor purchase price for the Software, at its option. Licensor shall have no responsibility if the Software
has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of
use of the Software with other than a recommended hardware configuration.


 


12. Limitation of Liability. NEITHER
LICENSOR NOR ITS SUPPLIERS SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS, INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OR
INABILITY TO USE THE SOFTWARE OR THIS LICENSE BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.


 


LICENSOR’S TOTAL LIABILITY TO LICENSEE
FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $ US DOLLARS OR THE AMOUNT PAID BY LICENSEE FOR THE
SOFTWARE THAT CAUSED SUCH DAMAGE.


 


13. Indemnification.


 


13.1
Indemnification of Licensee. Licensor shall indemnify, hold harmless and defend Licensee against any action brought
against Licensee to the extent that such action is based on a claim that the unmodified Software, when used in accordance with
this Agreement, infringes a United States copyright and Licensor shall pay all costs, settlements and damages finally awarded;
provided, that Licensee promptly notifies Licensor in writing of any claim, gives Licensor sole control of the defense and settlement
thereof and provides all reasonable assistance in connection therewith. If any Software is finally adjudged to so infringe, or
in Licensor’s opinion is likely to become the subject of such a claim, Licensor shall, at its option, either: (i) procure
for Licensee the right to continue using the Software (ii) modify or replace the Software to make it non-infringing, or (iii) refund
the fee paid, less reasonable depreciation, upon return of the Software. Licensor shall have no liability regarding any claim arising
out of: (w) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current,
unaltered release, (x) use of the Software in combination with non-Licensor software, data or equipment if the infringement was
caused by such use or combination, (y) any modification or derivation of the Software not specifically authorized in writing by
Licensor or (z) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY FOR
LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE.


 




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13.2
Indemnification of Licensor. Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless
Licensor, its officers, directors, affiliates, consultants, agents and employees from and against any claims, demands, or causes
of action whatsoever, including without limitation those arising on account of Licensee’s modification or enhancement of
the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder
by Licensee, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives.


 


14. Insurance. Licensee shall carry
and maintain paid up policies for adequate products liability insurance, with Licensor identified as an additional insured, and
Licensee shall provide Licensor with proof of all such insurance, copies of all such policies, and any renewals thereof at Licensor’s
request.


 


15. Default and Termination.


 


15.1
Events of Default. This Agreement may be terminated by the non-defaulting party if any
of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision
hereof; (2) if either party fails to strictly comply with the provisions of Section 9 (Confidentiality) or makes an assignment
in violation of Section 21.9 (Assignments); (3) if a party becomes insolvent or admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under any foreign, state, or United States
bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (5) if
such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application
is not resolved favorably within ninety (90) days.


 


15.2
Effective Date of Termination. Termination due to a material breach of Section 2 (Grant of License), Section 5 (Copies),
Section 8 (Intellectual Property Rights; Ownership), or Section 9 (Confidentiality) shall be effective on notice. In all other
cases, termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have
not been cured within such thirty (30) day period.


 


15.3
Obligations on Termination. Within ten (10) days after termination of this Agreement, Licensee shall cease and desist
all use of the Software and Documentation and shall return to Licensor all full or partial copies of the Software and Documentation
in Licensee’s possession or under its control.


 


16. Basis of Bargain. The Limited Warranty,
Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the Agreement between Licensor
and Licensee. Licensor would not be able to provide the Software on an economic basis without such limitations.


 


17. U.S. Government Restricted Rights Legend.
This Software and the Documentation are provided with “Restricted Rights”. Use, duplication, or disclosure by the
U.S. Government is subject to restrictions as set forth in this License.


 


18. Outside of the USA Consumer End Users
Only. The limitations or exclusions of warranties and liability contained in this License do not affect or prejudice the statutory
rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.


 


19. Relationship of Parties. Licensee
is an independent contractor of Licensor and nothing contained in this Agreement shall be construed to constitute either
party as a partner, joint venturer, co-owner, employee, or agent of the other party, and neither party shall hold itself out
as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty,
liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being
intended by both Licensor and Licensee that each shall remain an independent contractor responsible for its own actions.
Licensee agrees to indemnify and hold the Company harmless from and against any damage or expenses, including reasonable
attorneys fees, arising out of Licensee’s breach of the provisions of this Section 9 (Relationship of Parties).


 


20. Arbitration. All disputes,
claims, or controversies arising out of or relating to this Agreement or any other agreement executed and delivered pursuant
to this Agreement or the negotiation, validity or performance hereof and thereof or the transactions contemplated hereby and
thereby that are not resolved by mutual agreement shall be resolved solely and exclusively by binding arbitration to be
conducted before American Arbitration Association or its successor (the
“Arbitrator”). The arbitration shall be held in New York. before a single arbitrator and shall be conducted
in accordance with the rules and regulations promulgated by the Arbitrator unless specifically modified herein.


 




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The parties covenant and agree that they will
participate in the arbitration in good faith. In the case of temporary or preliminary injunctive relief any party may proceed in
court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm. The provisions of this Section
20 (Arbitration) shall be enforceable in any court of competent jurisdiction.


 


Each of the parties hereto irrevocably and
unconditionally consents to the exclusive jurisdiction of the Arbitrator to resolve all disputes, claims or controversies arising
out of or relating to this Agreement or any other agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated hereby. Each party further irrevocably waives any objection
to proceeding before the Arbitrator based upon lack of personal jurisdiction or to the laying of venue and further irrevocably
and unconditionally waives and agrees not to make a claim in any court that arbitration before the Arbitrator has been brought
in an inconvenient forum. Each of the parties hereto hereby consents to service of process at the address to which notices are
to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process are made
for the express benefit of the other party hereto.]


 


21. Miscellaneous Provisions.


 


21.1
Governing Law. This Agreement will be construed in accordance with and governed by the laws of the United Kingdom, without
giving effect to the conflict of law principles of English Law.


 


21.2
Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement will be binding
on, and will inure to the benefit of, the successors and permitted assigns of the parties to this Agreement, provided that Licensee
shall not assign its rights and obligations under this Agreement without the prior written consent of Licensor. Nothing in this
Agreement is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights
or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.


 


21.3
Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered
by hand or sent by overnight courier, fax or e-mail to:


 


if to Licensor:


Attention: Mitch Eaglstein


 


if to Licensee:


Attention: David Andrews


 


Each party may furnish an address substituting
for the address given above by giving notice to the other parties in the manner prescribed by this Section 21.3 (Notices). All
notices and other communications will be deemed to have been given upon actual receipt by (or tender to and rejection by) the intended
recipient or any other person at the specified address of the intended recipient.


 


21.4
Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law,
this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.


 


21.5
Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the
plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders,
(c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including”
has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including
without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to
this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement,
shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from
time to time.


 




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21.6
Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings other
than this Agreement relating to the subject matter hereof.


 


21.7
Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No
provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision.
No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will
be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.


 


21.8
Counterparts. This Agreement may be in any number of counterparts, each of which will be deemed an original, but
all of which together will constitute one instrument.


 


21.9
Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other party, which shall not be unreasonably withheld.


 


21.10
Export Regulations. Licensee understands that Licensor is subject to regulation by agencies of the U.S. government,
including the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries.
Licensee warrants that it will comply in all respects with the export and re-export restrictions applicable to the technology and
documentation licensed hereunder.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be signed by duly authorized officers or representatives as of the Effective Date.


 


FOREX DEVELOPMENT CORPORATION


 


	By: 	Mitch Eaglstein	Its:	CEO, DIRECTOR


 


ATOM8 FINANCIAL SERVICES LLP


 


	By: 	David Andrews	Its: 	CEO


 




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EXHIBIT A


 


SOFTWARE AND CONSIDERATION


 


Condor Front End Condor back
end


Condor Mt4 Prime BackOffice


Condor Forex Academy


Condor MT4 Synchronization
Plugin


Condor White label for Atom8
(shall include “powered by FDC” or “powered by Forex Development”) – Wording approved by Atom8 executive.


 


LICENSE FEE


 


Atom8 Terms


 


USD $500 per month for Atom8
use for first 12 months. At which point terms will be re- discussed but cannot surpass an increase of 50% per annum for the following
12 months. Thereafter, no further increases to occur in the level of the License Fee without the express agreement in writing of
both parties.


 


White labels of system to Atom8
clients $5,000 setup + $3,500 per month unless mutually agreed otherwise.


 


Either party may cancel after
6 months with a 3 month notice period required to be adhered to by the Licensor and a 1 month notice period by the Licensee.


 


All financial and contractual
terms between the parties are confidential.




 



    	Forex Development Corporation