Subscription Agreement: optionparty.com
Hey, this is important.
Here's the gist. Trading involves risk, you can and probably will lose money at some point. Anytime you enter a position, there's a chance all of the capital used will be lost (we'll show you the probability of that happening so look for it). The returns, probabilities, implied volatilities, and other metrics we provide are estimates. We work hard to make them as accurate as possible, but they are no replacement for your understanding of market conditions and how options and their related strategies work. We will do our best to find the best opportunities for you, but the decision to place a trade and the resulting outcome is always your responsibility.
As used in this Agreement, the following terms shall have the meanings set forth after each:
- (a) The term "Company" shall refer to Option Party, LLC as regisitered with the Secretary of State of Georgia.
- (b) The term "Exchange" shall refer to the New York Stock Exchange (NYSE), the NASDAQ OMX Group (NASDAQ), the Options Price Reporting Authority (ORPA), and any other source of market data.
- (c) The term "Eligible Securities" means each series of option contracts listed and traded on one or more exchanges and any other securities determined by the Company to be eligible for inclusion in the Company's System.
- (d) The term "Last Sale Reports" means any price, volume or related data reflecting completed transactions in Eligible Securities.
- (e) The term "Quotation Information" means bids and offers or related data pertaining to quotations in Eligible Securities. The term includes the BBO in respect of any series of Eligible Securities.
- (f) The term "Exchange Data" means Last Sale Reports, Quotation Information, and all other data received by the Company from an Exchange for the purpose of analysis by the Company on behalf of Company's Subscribers. Company uses 15 minute delayed Exchange Data as its data source.
- (g) The term "Information" means probabilities, risks, returns, rankings, certain market data and other data disseminated that has been collected, validated, processed and recorded by the System or other sources made available from either the Company or from an Exchange relating to Eligible Securities or other financial instruments, markets, products, vehicles, indicators or devices. Information also includes any element of Information as used or processed in such a way that the Information can be identified, recalculated or re-engineered from the processed Information or that the processed Information can be used as a substitute for Information.
- (h) The term "System" means any system the Company has developed for the creation and/or dissemination of Information.
- (i) The term "Subscriber" means a person that has entered into a Subscriber Agreement with the Company, which authorizes the person to access Information for its own use and not for the purpose of retransmitting or redistributing Information to any other person.
- (j) The term "person" means a firm, corporation, limited liability company, partnership, trust or other form of entity or association, as well as an individual natural person.
- (k) The term "Subscriber Agreement" means an agreement between the Company and a Subscriber setting forth the terms and conditions under which such person is permitted to receive Information from the Company in the capacity of a Subscriber. Access fees payable to the Company in respect of a Subscriber who has entered into a Subscriber Agreement with the Company shall be determined in accordance with the Company's Fee Schedule as in effect from time to time, and shall be the obligation of the Subscriber. Subscriber Agreements are in electronic form that permit the Subscriber to evidence its consent to the terms of the Agreement electronically (an "Electronic Subscriber Agreement").
- (l) The term "Electronic Subscriber" means a Subscriber who has entered into an Electronic Subscriber Agreement.
- (m) The term "Fee Schedule" has the meaning attributed to such term in Section 5 of this Agreement.
- (n) The term "SEC" means the Securities and Exchange Commission or any successor thereto having primary regulatory oversight authority over the Participants.
- (o) The term "BBO" means the consolidated best bid and offer in all Participants' markets for any series of Eligible Securities, as calculated by or on behalf of the Company.
- (p) The term "Notification" shall refer to email, text, phone calls, social media, or other communications related to the discovery of a trade possibility on behalf of the Subscriber. Subscriber shall bear all costs associated with receiving Notifications.
2. Furnishing Information to Subscriber.
The Company will make available to Subscriber access to its System for the purpose of Subscriber accessing Information and Exchange Data. Subscriber may elect to have Notifications sent to it; however, the Company shall not be liable for any Notification not received by Subscriber due to failure of Subscriber's Notification provider.
3. Authority of Subscriber to furnish Information and Exchange Data.
- (a) shall receive Information and Exchange Data solely for such person's own use,
- (b) shall not retransmit or otherwise furnish Information or Exchange Data to any other person,
- (c) acknowledges that Information and Exchange Data is and shall remain the property of the Company and respective Exchange or other market on which a reported transaction took place or a reported quotation was entered,
- (d) acknowledges the absence of any guarantee and the disclaimer of liability on the part of Company and Exchange as stated in Section 6 of this Agreement,
- (e) acknowledges that the terms and conditions of the Subscriber Agreement may be modified by Company or Exchange at any time upon notice to the Subscriber, and
- (f) acknowledges that the Subscriber Agreement may be terminated by the Company upon 30 days notice from the Company to the Subscriber, and may be terminated immediately by Company upon a determination by Company or Exchange that the Subscriber is not in compliance with the Subscriber Agreement. The Subscriber may immediately terminate the Subscriber Agreement at any time provided the Company receives electronic communication of the Subscriber's desire to terminate this Agreement.
4. Subscriber Agreements.
- (a) Neccessity of Subscriber Agreement: To become entitled to receive Information and Exchange Data from the Company as a Subscriber, a person must have entered into a Subscriber Agreement with Company. If the Company, Exchange, or regulatory authority determines that a person previously approved as a Subscriber does not meet the requirements for such approval, Company will promptly terminate such person's Subscriber Agreement in accordance with the terms thereof and promptly discontinue furnishing Information and Exchange Data to such person, unless or until such person is again approved to receive such data in some authorized capacity.
- (b) Approval of Subscriber Agreements by Company: Upon Company's determination that a Subscriber Agreement is complete in all material respects Company may approve the applicant. In the case of a completed Electronic Subscriber Agreement Company shall be deemed to have approved the applicant when Company commences to provide Information and Exchange Data to the applicant. A Subscriber whose Subscriber Agreement has been approved shall remain a duly approved Subscriber only so long as the Subscriber remains in compliance with the provisions of the Subscriber Agreement.
- (c) Lawful use by Subscriber: Subscriber represents that it is not engaged in, and agrees not to engage in, any unlawful transaction or business, and agrees not to use or knowingly permit anyone to use the Information or Exchange Data for (a) any purpose or in any manner not authorized by this Agreement or (b) for any unlawful purpose or in any manner not in compliance with applicable laws, rules, or regulations of any federal, state, or local governmental entity of the United States or any foreign country, including all United States export laws.
- (d) Intellectual Property: Subscriber acknowledges Company possesses certain intellectual property rights concerning Company's System. Subscriber may not reproduce, reverse engineer, or otherwise materially copy the design, functionality, or any other part of the Company's System without the express written consent of the Company.
5. Subscriber Fees.
- (a) Subscriber shall pay to Company the applicable fees as set forth in the Fee Schedule as a condition precedent for continued receipt of the Information. Except as may otherwise be stated in the Fee Schedule, such fees shall commence to accrue on the day on which Company initially furnishes Information to a new Subscriber, and thereafter the fee shall be due and payable on a monthly basis on the anniversay day of the Subscription Agreement. Should the anniversary day of a subscription be at or near the end of a month and not occur in a future month during the subscription, the Subsciber will be invoiced on the last day of the month. The late payment charge shall be at an annual rate that does not exceed the lesser of (i) the commercial prime rate of interest as last published in The Wall Street Journal prior to the date such charge is computed plus three percent, or (ii) the maximum rate of interest permitted by applicable law.
- (b) Fee Schedule: The Company's Fee Schedule shall be published on the Company's website on the landing page and other pages within the Company's website.
- (c) Changes in Fee Schedule: The Company retains the right to modify the Fee Schedule at any time with no advance notice to Subscriber. Company shall notify Subscriber electronically of any changes in the Fee Schedule before invoicing Subscriber for fees based on the new rates.
6. NO WARRANTY AS TO INFORMATION OR EXCHANGE DATA.
COMPANY WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO OFFER THE INFORMATION AS PROMPTLY AND AS ACCURATELY AS IS REASONABLY PRACTICABLE. NOTWITHSTANDING THE FOREGOING, NEITHER THE COMPANY, NOR EXCHANGE, NOR ANY PARTICIPANT GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR EXCHANGE DATA, AND NEITHER THE COMPANY, NOR EXCHANGE, NOR ANY PARTICIPANT SHALL BE LIABLE IN ANY WAY TO ANY SUBSCRIBER OR TO ANY OTHER PERSON WHATSOEVER FOR ANY LOSS, DAMAGES, COST OR EXPENSE WHICH MAY ARISE OUT OF ANY FAILURE OF PERFORMANCE BY THE COMPANY, AN EXCHANGE, OR ANY PARTICIPANT, OR FROM ANY DELAYS, INACCURACIES, ERRORS IN, OR OMISSIONS OF, ANY INFORMATION OR EXCHANGE DATA, OR IN THE TRANSMISSION OR DELIVERY THEREOF, WHETHER OR NOT DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF COMPANY OR AN EXCHANGE, OR ANY PARTICIPANT. IN NO EVENT SHALL THE COMPANY, AN EXCHANGE, OR ANY PARTICIPANT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR DAMAGES RESULTING FROM INCONVENIENCE, OR LOSS OF USE OF ANY INFORMATION OR EXCHANGE DATA.
NEITHER COMPANY NOR ANY EXCHANGE MAKES ANY WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, SOFTWARE, OR MARKET DATA TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION, SOFTWARE, OR MARKET DATA FOR ANY PARTICULAR USE OR PURPOSE, OR ANY WARRANTY THAT SUCH PRODUCTS OR SERVICES MAY BE RELIED UPON FOR TRADING PURPOSES. IN NO EVENT WILL COMPANY OR ANY OF ITS SOURCES BE LIABLE FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE BY COMPANY OR ITS SOURCES, AND IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF COMPANY OR ITS SOURCES UNDER THIS AGREEMENT (INCLUDING ANY ADDENDA) EXCEED THE TOTAL SERVICE FEES PAID BY SUBSCRIBER TO COMPANY DURING THE PRECEDING ONE MONTH PERIOD. IN NO EVENT WILL COMPANY, ITS SOURCES, OR THEIR MEMBERS, OFFICERS, SHAREHOLDERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILLITY OF SUCH DAMAGES. SUBSCRIBER WILL INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS SOURCES FROM ANY CLAIM (NOT EXCLUDING THE RIGHT OF COMPANY OR ITS SOURCES TO PARTICIPATE) DUE TO SUBSCRIBER'S BREACH OF ANY PROVISION UNDER THIS AGREEMENT, OR DUE TO ANY DELAY, INACCURRACIES, ERRORS, OR OMISSIONS OF INFORMATION OR SERVICES PROVIDED BY COMPANY, AND SHALL PAY FOR ALL EXPENSES AND ATTORNEYS' FEES RELATING TO SUCH CLAIM.
7. Effectiveness of Agreement; Integration.
This Agreement shall become effective on the date and time when the Company receives satisfactory evidence of the Subsciber's assent to the terms and conditions of this Subscription Agreement. The aforementioned date is the Agreement's effective date. Upon Subscriber's acceptance this Agreement shall thereupon supersede and cancel any and all previous agreements between Company on the one hand and Subscriber on the other hand providing for the furnishing of Information and Exchange Data to Subscriber and be and constitute the entire agreement between Company on the one hand and Subscriber on the other hand relating to such subject matter. Following its effectiveness, this Agreement shall continue in effect until terminated as herein provided.
8. Modification and Termination of Agreement.
- (a) Upon compliance with any applicable requirements of the Securities Exchange Act of 1934 (including any affirmative action by the SEC, if required), Company may modify the terms of this Agreement by giving written notice to Subscriber not less than 30 days prior to the effective date of the modification. Subscriber may terminate this Agreement upon electronic notice given to Company at any time. Unless Subscriber gives such electronic notice to Company of the termination of this Agreement on or before the date specified in Company's notice, Subscriber shall be deemed to have consented to the modification. If Subscriber gives such electronic notice to Company of the termination of this Agreement on or before the date specified in Company's notice, the modification shall not become effective with respect to Subscriber prior to the date of the termination of this Agreement. The Company retains the right to modify the Fee Schedule as specified in Section 5.
- (b) Subject to compliance with any applicable requirements of the Securities Exchange Act of 1934 (including any affirmative action by the SEC, if required), the Company may terminate this Agreement: (1) without cause on not less than thirty days prior electronic notice to the Subscriber; or (2) immediately following the failure of the Subscriber to cure any breach of this Agreement within five days following its receipt of notice of the breach; or (3) immediately, in the event that the Company becomes insolvent; or the Company makes an assignment for the benefit of creditors; or the Company does not pay its debts as they become due or admits its inability to pay its debts when due; or the Company files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Company becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation, or arrangement, adjustment, or composition with creditors. The Subscriber may terminate this Agreement at any time with electronic notice to Company.
- (c) The provisions of this Section and Sections 6 hereof shall survive any termination of this Agreement.
9. Company's System.
Subscriber acknowledges and agrees that nothing in this Agreement constitutes an undertaking by Company to continue the Information, the System, or any aspect of either, in the present form or configuration or under the current Company Specifications. Company, in its sole discretion, may make changes, modifications and/or deletions other than routine modifications, additions or deletions, from time to time, (a) to the Information, the System, or any aspect of either; (b) to the Company Specifications; (c) to its communications facilities; or (d) to Company's decisions, policies, operating procedures, requirements, and other documentation. Company shall undertake reasonable efforts to notify Subscriber with at least ninety (15) days notice of any material modification, addition or deletion, except to the extent a shorter period is (a) otherwise permitted herein, (b) required due to a malfunction in the System or Information or other emergency situation that necessitates modifications, additions or deletions on an accelerated basis or otherwise precludes such advance notice; or required pursuant to an order of a court, an arbitrator, or a regulatory agency.
Any dispute or controversy between the parties hereto relating to the breach or alleged breach of this Agreement shall be promptly submitted to arbitration in Atlanta, Georgia in accordance with the rules of the American Arbitration Association then obtaining and judgment upon any award rendered may be entered in any court having jurisdiction. Solely for the purposes hereof, each of the parties hereto hereby submits to the jurisdiction of the courts of the State of Georgia.
11. Claim Time Limit.
In no event shall any claim, dispute, controversy or other matter arising pursuant to this Agreement be made against Company, Exchange, or any Person claiming by or through either Company or Exchange, later than thirty (30) days after the claim, dispute, controversy or other matter in question has arisen.
12. Waiver of Claims.
Any Subscriber claiming by or through Company and/or Exchange and their respective employees, directors, owners, and other agents expressly waive any claims, disputes, controversies, and other matters not brought within the period set forth above in Section 11.
All notices, bills, consents or requests required or authorized to be given hereunder shall be deemed sufficiently given if in writing and sent by registered mail to Company at the following address, or at such other address as may be specified in written notice from Company to Subscriber:
Option Party, LLC
607 Peachtree Forest Avenue
Peachtree Corners, GA 30092
14. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of Georgia. The respective rights and obligations of the parties to this Agreement shall be subject to any applicable provisions of the Securities Exchange Act of 1934 (as amended) and any
rules and regulations promulgated thereunder.
15. Force Majeure.
Except for Subscriber's obligations to make payments, each party shall be relieved of the obligations in this Agreement to the extent that performance is delayed or prevented by an event which is beyond reasonable control of a party, including, without limitation, acts of God, public enemies, war, civil disorder, communications failures, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment.
The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. Furthermore either party may exercise any right provided to it at any time even if said right was previously waived.
If any of the provisions of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which they are invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Section headings used in this Agreement are for convenience in reference only and shall not affect the meaning or construction hereof.