WiseGold Capital, LLC

WISEGOLD CAPITAL INTERMEDIARY REGISTRATION AND ACCESS AGREEMENT WiseGold Capital, LLC 400 N Ashley Dr, Ste 1900 Tampa, FL 33602 [email protected] www.wise.gold (844) 566-2648 This Intermediary Registration and Access Agreement (the "Agreement") is entered into as of the date this Agreement is signed by WiseGold Capital, by and between: WiseGold Capital, LLC, a Florida limited liability company ("WiseGold Capital"); and The professional intermediary identified in the Intermediary Company Information section, a duly organized and authorized professional intermediary ("Intermediary"). WiseGold Capital and the Intermediary may each be referred to as a "Party" and collectively as the "Parties." 1. Purpose This Agreement establishes the terms under which the Intermediary may be registered, approved, and granted access to WiseGold Capital's proprietary technology platform for the purpose of facilitating bullion-related operations for the Intermediary's Clients. For purposes of this Agreement, WiseGold Capital's proprietary technology platform is referred to as the "Platform." WiseGold Capital operates through internal divisions dedicated to consulting, technology, and logistics and custody coordination. This Agreement governs the Intermediary's access to those systems and services solely in an operational and administrative capacity. 2. Independent and Arms-Length Relationship The Intermediary is an independent professional entity and is not an employee, partner, agent, fiduciary, joint venturer, or representative of WiseGold Capital. For avoidance of doubt, the Intermediary acts solely as the authorized representative of record for its Clients (each, a "Client") under the applicable WiseGold Capital Client Custody and Account Master Agreement(s) executed for each such Client (each, a "Client Agreement"), and not as an agent or representative of WiseGold Capital. WiseGold Capital does not control, direct, or participate in the Intermediary's internal business operations, client solicitation, advisory activities, pricing decisions, or professional judgment. WiseGold Capital's role is strictly limited to: • Evaluating intermediary readiness and operational standards • Providing non-binding guidance and recommendations • Granting, monitoring, suspending, restricting, or revoking system access • Coordinating operational services through its internal divisions All interactions between the Parties shall remain strictly at arm's length. 3. Registration and Access Process a. Intermediary Assessment Prior to granting access, WiseGold Capital evaluates the Intermediary's operational readiness, professional standing, compliance framework, and overall suitability to interact with WiseGold Capital systems. b. Consulting Support (If Required) If deficiencies are identified, WiseGold Capital may offer consulting services through its Consulting Division. Such services may include assistance with compliance manuals, operational procedures, onboarding workflows, or business readiness. Any consulting services are optional and, if provided, shall be governed by a separate consulting engagement and fee arrangement. c. Platform Access Upon approval, WiseGold Capital grants the Intermediary non-exclusive, non-transferable, revocable, royalty-free access to the Platform. Access is provided solely to manage Client-related operational instructions, reporting, and custody coordination activities. d. Ongoing Relationship The Intermediary remains responsible for managing all client relationships. WiseGold Capital, through its internal divisions, handles system operations, custody coordination, billing mechanics, and reporting functions. 4. Revenue, Fees, and Billing • WiseGold Capital may assess custody, logistics, reporting, interest, or administrative charges directly to Client accounts. • The Intermediary may independently negotiate advisory or service fees with its Clients. • WiseGold Capital may collect such intermediary fees as part of consolidated billing and remit one hundred percent (100%) of those fees to the Intermediary. • WiseGold Capital may, at its discretion, rebate a portion of transaction spreads, storage surcharges, or service charges to the Intermediary. WiseGold Capital does not retain any portion of intermediary advisory fees. 5. Funds Flow; Designated Intermediary Account; No Client-Direct Cash Transfers a. Designated business account. The Intermediary shall maintain one or more designated business bank account(s) for the purpose of transmitting deposits, withdrawals, settlements, and other cash movements relating to Client accounts administered through WiseGold Capital (the "Designated Intermediary Account"). The Intermediary shall provide WiseGold Capital written notice of the Designated Intermediary Account details and any changes thereto. b. Intermediary channel only. The Intermediary acknowledges and agrees that, consistent with the Client Agreements, all cash movements relating to any Client account must be transmitted exclusively through the Designated Intermediary Account. c. No Client-direct payments. The Intermediary shall not instruct, request, or cause WiseGold Capital to (i) accept funds directly from any Client, or (ii) remit funds directly to any Client, except to the extent required by applicable law. d. Source/ownership information; compliance. The Intermediary shall provide to WiseGold Capital, upon request, reasonable information and documentation regarding the source and ownership of funds transmitted through the Designated Intermediary Account to support WiseGold Capital's AML/KYC, sanctions, counterparty, and risk-management obligations, consistent with the Client Agreements. 6. Platform Use; Credential Security; Authorized Users a. The Intermediary agrees to use the Platform solely for authorized purposes and solely in connection with Client-related Instructions (as defined in the applicable Client Agreement), reporting, and custody coordination. b. The Intermediary shall restrict Platform access to duly authorized personnel of the Intermediary and shall maintain and enforce internal controls governing authorization, user provisioning/deprovisioning, and credential management. c. The Intermediary shall maintain strict confidentiality of credentials and Client data and shall promptly notify WiseGold Capital of any suspected compromise, unauthorized access, or security incident that could affect the Platform or any Client account. d. WiseGold Capital reserves the right to suspend, restrict, or revoke access for security, compliance, integrity, operational, or reputational risk concerns, consistent with the Client Agreements. 7. Branding and Representations The Intermediary may describe itself as an "Authorized Independent Intermediary of WiseGold Capital" provided such description is accurate and not misleading. No use of WiseGold Capital trademarks, logos, or branding is permitted without prior written consent. 8. Client Relationships and Advisory Disclaimer The Intermediary is the Client's sole advisor and representative of record. WiseGold Capital does not provide investment advice, portfolio management, discretionary trading, or fiduciary services. All advisory communications remain the exclusive responsibility of the Intermediary. 9. Compliance Oversight and Corrective Measures WiseGold Capital may conduct periodic operational and compliance reviews. If deficiencies are identified, WiseGold Capital may require corrective actions. Failure to remediate material issues may result in suspension or termination of access. 10. Term; Suspension; Termination; Transition Cooperation a. Term. This Agreement remains in effect until terminated by either Party with thirty (30) days' written notice. b. Immediate suspension/termination. WiseGold Capital may immediately suspend or revoke Platform access (and/or terminate this Agreement) in the event of material breach, security incident, compliance failure, suspected fraud or unauthorized activity, reputational risk, or where WiseGold Capital determines such action is commercially reasonable to protect the integrity of the Platform or Client accounts. c. Transition cooperation. Upon termination or suspension of access (whether by notice or immediate action), the Intermediary shall cooperate in good faith with WiseGold Capital and affected Clients to facilitate an orderly transition of administration to a replacement intermediary of record, including providing reasonable operational information and executing reasonably necessary instructions/documentation to effect such transition, subject to applicable law and confidentiality obligations. d. Client Agreements control for Clients. The Parties acknowledge that Client accounts are governed by the applicable Client Agreements and that WiseGold Capital may take protective actions under those Client Agreements as commercially reasonable during any transition period. 11. Confidentiality All non-public information exchanged under this Agreement is confidential and shall survive termination. 12. Governing Law; Dispute Resolution; Arbitration; Venue a. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles. b. Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, Platform access, operational services, or the Parties' relationship (collectively, "Disputes") shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with the AAA Commercial Arbitration Rules then in effect, except as modified herein. c. Seat; venue; language. The seat and venue of arbitration shall be Tampa, Florida. The arbitration shall be conducted in English. Unless the Parties agree otherwise, the arbitration shall be decided by one (1) arbitrator. d. Injunctive/equitable relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to protect confidential information, Platform security, operational integrity, or to prevent unauthorized access or misuse. Seeking such relief does not waive the requirement to arbitrate the merits of the Dispute. e. Court actions to support arbitration. To the extent court involvement is required to compel arbitration, confirm/vacate an award, or obtain interim relief, the Parties consent to the jurisdiction and venue of the state or federal courts located in Hillsborough County, Florida. 13. Relationship to Client Agreements The Parties acknowledge that WiseGold Capital's services to Clients are governed by the applicable Client Agreements. In the event of any inconsistency between this Agreement and a Client Agreement with respect to Client account administration, funds flow, Instructions, custody coordination, or Platform risk controls, the applicable Client Agreement shall control as between WiseGold Capital and the applicable Client, and this Agreement shall be interpreted to be consistent with such Client Agreement to the extent practicable. 14. Entire Agreement This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or discussions. Amendments must be in writing and executed by both Parties.