This Subscriber Agreement (this “Agreement”), dated , _____2021 (the “Effective Date”) is between Oasis Pro Markets, LLC, a Delaware limited liability company, whose principal office is located at 3 Thorndal Circle, Darien, CT 06820, and ________, a [corporation/limited liability company], with its principal office(s) located at _______.
(“Subscriber”). Oasis Pro Markets, LLC’s affiliates include, but are not limited to, Oasis Pro Buyer LLC, and its respective successors and assigns. Oasis Pro Markets, LLC and each of its affiliates that provide any portion of the Services (as described in Paragraph 3 below) to Subscriber hereunder are collectively referred to herein as “OPM”. OPM and Subscriber are each individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”.
1. Term of the Agreement
This Agreement shall commence on the Effective Date and will continue until terminated pursuant to the terms hereof.
2. Subject of the Agreement
Subject to the terms and conditions set forth in this Agreement, OPM agrees to provide to Subscriber the Services (as defined in Paragraph 3) for use solely by Subscriber in connection with the execution of orders transmitted by Subscriber to the OPM Alternative Trading System (the “OPM ATS”) and Subscriber agrees to pay OPM therefore, in the manner provided for in this Agreement.
3. The Services
Subject to the terms and conditions of this Agreement, Subscriber will have the right to access the OPM ATS to (i) enter Subscriber’s orders on the OPM ATS; (ii) receive status updates on orders, cancel orders, execute trades against orders on the OPM ATS limit order book; (iii) receive and view information with respect to other Subscribers’ orders displayed on the OPM ATS; (iv) interact with such other Subscribers’ orders via the OPM ATS; and (v) receive data feeds from the OPM ATS containing information regarding Subscriber’s open orders, executions and volume on the OPM ATS (collectively, the “Services”).
4. System Requirements
The OPM ATS is hosted on the cloud. OPM utilizes advanced cloud load balancing to manage multiple Subscriber connections. To access the OPM ATS, you will need a compatible device, standard web browser and Internet access. The connection to the ATS from the Subscriber browser is over Hyper Text Transfer Protocol Secure (HTTPS), the secure version of HTTP. Data is sent between the Subscriber browser and the back-end servers over HTTPS.
Your ability to use the OPM ATS may be affected by the performance of hardware, software, and Internet access. You agree that such system requirements, which may change from time to time, are your responsibility. You are responsible for any costs you incur to access the Internet.
5. License to Use the Services
During the term of this Agreement, Subscriber, whether an individual or an entity, is hereby granted an exclusive, limited, revocable, non-exclusive, non- transferable and non- sublicensable license to use the Services pursuant to the terms of this Agreement.
6. Proprietary Information
Subscriber acknowledges that the Services provided by OPM may be trade secrets proprietary and unique to OPM, and that OPM’s third party vendors, including, but not limited to software, hardware, data, and communications providers, have exclusive proprietary rights in their respective information and data. Subscriber, on behalf of itself and its Authorized Personnel, as defined in Paragraph 7, agrees to keep such information confidential, and to utilize this information solely for its own business activities. Subscriber further agrees to take or cause to be taken commercially reasonable measures to maintain the confidentiality of such proprietary information and shall neither disclose the same to any customers of the Subscriber nor to any other person or entity without OPM’s prior written consent.
Both Parties acknowledge that each Party to this Subscriber Agreement may receive or have access to proprietary or confidential information disclosed and reasonably understood as confidential by the disclosing Party (collectively, the “Information”). The receiving Party will take all precautions necessary to safeguard the confidentiality of the disclosing Party’s Information, including without limitation (i) those taken by the receiving Party to protect its own confidential information; and (ii) those which the disclosing Party may reasonably request from time to time. The receiving Party will not disclose, in whole or in part, the disclosing Party’s Information to any person, except as specifically authorized under this Agreement. In this regard, OPM will not knowingly disclose the identity of Subscriber or Subscriber’s customers to any other subscriber or to any other third parties in connection with trades, orders, or other messages and instructions entered or executed by Subscriber on the OPM ATS, except that OPM can disclose such information (i) in furtherance of the provision of the Services; (ii) as required to meet OPM’s regulatory obligations; (iii) to facilitate the clearance and settlement of trades; (iv) in anonymous format for reasons including, without limitation, publishing market data feeds or metrics; (v) or with written permission from Subscriber. Subscriber is specifically permitted to disclose the Information (i) to its officers, directors, employees, and professional advisors (including attorneys) or agents, and those of its affiliates, on a need to know basis in connection with this Agreement; (ii) pursuant to applicable law, rule, regulation, court order, subpoena or other legal process; or (iii) pursuant to request of any governmental or regulatory agency or body (including, without limitation, any self-regulatory organization (“SRO”) regulated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended; however, Subscriber hereby agrees to provide OPM with notice of any request pursuant to provisions (i) and (ii) immediately above, to the extent permitted by the applicable governing legal, governmental or regulatory authority.
Notwithstanding anything in this Agreement to the contrary, information shall not be subject to the confidentiality provisions in this Paragraph 6 (or Paragraph 5) which information (i) is now in or subsequently enters the public domain without any disclosure in violation of this Agreement; (ii) is or becomes otherwise available to the receiving Party from a third party not known by the receiving Party to be bound by a confidentiality agreement with respect to such information; or (iii) is independently developed by either Party without use of or reliance on the other Party’s Information. Both Parties acknowledge that the confidential information protected hereunder is of an extraordinary nature and that each Party, in the event of the unauthorized disclosure of such Information, cannot be adequately or reasonably compensated for in damages awarded in an action at law. Both Parties therefore agree that, in the event of such an unauthorized disclosure, the other Party shall be entitled to obtain injunctive and other equitable relief, without the posting of any bond or other security, to prevent any further violation by such disclosing Party. Resort to such equitable relief shall not be construed, however, to be a waiver of
any other rights or remedies that either Party may have pursuant to this Agreement or applicable laws, rules and regulations.
8. Authorized Personnel
Subscriber acknowledges its responsibility to monitor its employees and/or agents (collectively, “Authorized Personnel”) to ensure that, in connection with use of the OPM ATS, all Authorized Personnel abide by and fully comply with all applicable provisions of the Agreement and with all federal and state laws, including the rules and regulations of any SROs of which Subscriber or its Authorized Personnel are members, and Subscriber shall be solely responsible for such supervision and for any violation thereof by its Authorized Personnel. Subscriber also acknowledges and agrees that all instructions issued by it or by any of its Authorized Personnel pursuant to this Agreement, including instructions or orders entered through the OPM ATS, may be relied upon by OPM as being duly authorized, valid and binding, without any duty or obligation of OPM to investigate the accuracy or correctness of the instructions, or the authenticity or authority thereby exercised.
To this end, Subscriber will maintain a list of all Authorized Personnel entitled to use the OPM ATS and will make such list available to OPM promptly upon OPM’s request. Subscriber will familiarize all of its Authorized Personnel with Subscriber’s obligations under this Agreement. Each Subscriber shall have only one connection per specific Subscriber account. All Authorized Personnel will be issued unique usernames and passwords that must be entered into the OPM ATS interface in order to authenticate themselves and access the Subscriber account and use the Services.
For purposes of this Agreement, any actions or omissions by Authorized Personnel shall be considered that of Subscriber, whether or not such persons are employees of Subscriber. OPM shall have the right to request removal of any individuals from Subscriber’s Authorized Personnel list, and Subscriber hereby agrees to remove such individuals promptly, and suspend such individuals’ use of the Services. Notwithstanding the foregoing, OPM shall have the right, in its sole discretion, to prohibit use of the Services by said individuals at any time and for any reason.
9. Unauthorized Use
Subscriber will not permit any persons other than its Authorized Personnel to use the Services or to route orders directly or indirectly into the OPM ATS. Subscriber shall bear full financial responsibility for all orders transmitted to OPM by its Authorized Personnel, whether authorized or not, or any other person or entity gaining access to the OPM ATS via Subscriber’s connection as a result of Subscriber’s permission, negligence or error.
10. Modification of Services
Subscriber acknowledges and agrees that nothing in this Agreement constitutes an undertaking by OPM to continue the Services in the present form or configuration. OPM, in its sole discretion, may from time to time make additions to, deletions from, or modifications to the Services. OPM will use commercially reasonable efforts to notify the Subscriber promptly upon determining to make such modification and prior to such modification, other than minor changes that do not materially affect the Services, specifications, and/or communications facilities. Use of the Services following notice shall constitute acceptance of such modification.
11. Representations of Subscriber
Subscriber hereby represents that (1) it is an accredited investor as defined by Rule 501 of Regulation D promulgated by the SEC; or (2) it is an institutional investor as defined by FINRA Rule 2210(a)(4).
12. Representations of OPM
OPM hereby represents that, at all times it operates the OPM ATS, it will (1) be duly registered with the SEC as a broker- dealer that operates an Alternative Trading System; (2) be a member of FINRA and/or other applicable SROs; (3) be registered and/or qualified in all required jurisdictions; (4) comply with all applicable laws, rules, and regulations, including, without limitation, SEC Regulation ATS and all other rules and regulations applicable to the operation of the OPM ATS; and (5) have the authority and all rights and licenses required to enter into this Agreement and to provide the Services to Subscriber. OPM agrees to notify Subscriber immediately in writing if any of the above representations cease to be true, are suspended, or revoked. OPM further represents that it is in full compliance with the SEC’s net capital rule.
THE SERVICES AND ANY THIRD PARTY RELATED SERVICES ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY OPM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, TRADE USAGE, COURSE OF DEALING, COURSE OF PERFORMANCE AND BEST EXECUTION. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND ANY THIRD PARTY SERVICES ARE WITH SUBSCRIBER AND THERE IS NO GUARANTEE THAT THE SERVICES AND THE THIRD PARTY SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.
OPM will employ commercially reasonable measures to prevent the transference of computer viruses, worms and all other electronic and software code that may be harmful to, or that may disrupt, Subscriber’s computer, Internet communication, or data storage systems. Subscriber acknowledges that all or portions of the Services may be unavailable from time to time.
14. Subscriber Compliance
Except as otherwise provided herein, it is the sole responsibility of Subscriber to ensure compliance, by itself, its customers and its representatives, with all applicable U.S. federal and state laws, rules, and regulations as well as those of FINRA or any other SRO of which the Subscriber is a member. Subscriber and its Authorized Personnel will comply with all policies and procedures related to the Services, including, without limitation, this Agreement, the FAQs located on OPM’s Website, and any other policies and procedures communicated to Subscriber by OPM in writing from time to time. OPM agrees to provide Subscriber with commercially reasonable notice prior to the effectiveness of any material changes to OPM’s policies and/or procedures applicable to Subscriber. Subscriber will cooperate in connection with any inquiry regarding Subscriber’s use of the Services by the SEC, FINRA and/or any other applicable SRO.
15. Accuracy of and Settlement of Transactions
Participant shall be solely responsible for the accuracy and completeness of all orders transmitted to OPM ATS. Notwithstanding anything contained in this Agreement to the contrary, Subscriber agrees that, between OPM and Subscriber, it is Subscriber’s absolute, unconditional, and unassignable obligation, in connection with each securities transaction effected through Subscriber’s MPID, or otherwise, on the
OPM ATS, to make and ensure timely delivery to its counterparty of the subject securities and/or funds if such transaction is executed in a manner consistent with the instructions transmitted to the OPM ATS at the time of order entry by Subscriber. Subscriber will promptly notify OPM in writing upon becoming aware of any material change in or to Subscriber’s settlement and clearing arrangements and/or transfer agent
agreements. OPM will not be liable for any failures between Subscribers with respect to clearance and settlement of trades. OPM will not have the ability to correct trade errors on the blockchain; the blockchain will require new transaction information to correct past trade error.
16. No Liability for Trades
ABSENT FRAUD OR WILLFUL MISCONDUCT BY OPM OR A CLAIM ARISING OUT OF OPM’S INDEMNIFICATION OBLIGATION SET FORTH IN PARAGRAPH 19 OF THIS AGREEMENT, SUBSCRIBER UNDERSTANDS AND AGREES THAT OPM IS NOT LIABLE IN ANY MANNER TO ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUBSCRIBER AND ANY PERSON FOR WHOM SUBSCRIBER IS AUTHORIZED TO TRADE OR ACT) FOR THE FAILURE OF ANY PERSON ENTERING INTO A TRADE OR TRANSACTION BY MEANS OF THE OPM ATS TO PERFORM SUCH PERSON’S SETTLEMENT OR OTHER OBLIGATIONS UNDER SUCH TRADE OR TRANSACTION. ABSENT FRAUD OR WILLFUL MISCONDUCT BY OPM OR A CLAIM ARISING OUT OF OPM’S INDEMNIFICATION OBLIGATION SET FORTH IN PARAGRAPH 19 OF THIS AGREEMENT, NEITHER OPM, NOR ANY OF ITS AGENTS OR LICENSORS WILL BE LIABLE FOR ANY LOSSES, DAMAGES, OR OTHER CLAIMS, ARISING OUT OF THE OPM ATS OR ITS USE AND ANY LOSSES, DAMAGES, OR OTHER CLAIMS, RELATED TO A FAILURE OF THE OPM ATS TO DISPLAY, TRANSMIT, EXECUTE, COMPARE, OR OTHERWISE PROCESS AN ORDER, MESSAGE, OR OTHER DATA ENTERED INTO, OR CREATED BY, THE OPM ATS. ANY SUCH LOSSES, DAMAGES, OR OTHER CLAIMS WILL BE ABSORBED BY THE SUBSCRIBER THAT ENTERED THE ORDER, MESSAGE OR OTHER DATA INTO THE OPM ATS.
17. No Consequential Damages
ABSENT A CLAIM ARISING OUT OF OPM’S INDEMNIFICATION OBLIGATION SET FORTH IN PARAGRAPH 19 OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL OPM OR ITS AGENTS OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON SUBSCRIBER’S CLAIMS OR THE CLAIMS OF ITS CUSTOMERS, EMPLOYEES OR AGENTS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE OPM ATS, INTERRUPTION IN USE OR AVAILABILITY OF THE OPM ATS, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS PARAGRAPH WILL NOT APPLY
ONLYWHENANDTOTHEEXTENTTHATAPPLICABLELAWSPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
18. Indemnification by Subscriber
Subscriber agrees to indemnify and hold harmless OPM, its owners, subsidiaries, officers, directors, employees, agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by Subscriber, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this Agreement and for any loss or claim which may arise from a claim that one or more trades or orders in securities placed by Subscriber with the OPM ATS were in violation of any state or federal securities law unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from OPM’s willful misconduct, fraud or breach of OPM’s obligations under this Agreement.
19. Indemnification by OPM
OPM agrees to indemnify, defend and hold harmless Subscriber and its subsidiaries, affiliates and its and their respective officers, directors, employees, and agents from and against all expenses and costs and damages (including any legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any unaffiliated third party claim that OPM or the Services, or Subscriber’s use thereof, infringes any copyright, patent, trademark, trade secret or other intellectual property right.
20. Clearly Erroneous Transactions Policy
Subscriber shall be solely responsible for the accuracy and completeness of all orders transmitted on the OPM ATS. Subscriber acknowledges that transactions in digital assets or blockchain tokens may create an immutable record on a third-party blockchain that is not controlled by OPM. OPM is not responsible for Subscriber errors transmitted through the OPM ATS and accepts no liability whatsoever for such transactions. Subscriber has read and agrees to the terms stipulated in OPM’s Clearly Erroneous Transactions Policy, located on OPM’s Website (which Subscriber hereby acknowledges receipt of), and any subsequent posted amendments thereto. OPM agrees to provide Subscriber with commercially reasonable notice prior to the effectiveness of any material changes
to OPM’s Clearly Erroneous Transactions Policy. If Subscriber wishes to dispute a trade resulting from an erroneous order executed on the OPM ATS, Subscriber shall comply with the requirements set forth in OPM’s Clearly Erroneous Transactions Policy. For all such trade disputes, Subscriber must notify OPM within thirty (30) minutes of the execution of the disputed trade by telephone or email and by transmitting to the OPM/issuer/TA a written statement regarding the reasons for disputing the trade. Trade disputes will be investigated promptly by OPM and be resolved as soon as reasonably practicable.
21. No Liability for Unfulfilled Trades
Subscriber acknowledges that sending an order is no guarantee that the order will be matched and fulfilled in whole or part. Fulfillment of orders may be subject to certain restrictions, including restrictions placed by the securities issuer. Subscriber assumes all responsibility with respect to the foregoing, and OPM accepts no liability whatsoever for such unfulfilled trades.
22. Technology Risk
Subscriber acknowledges that the technology underlying the securities traded on the OPM ATS is new and subject to technology risk. Subscriber understands that blockchain, cryptographic tokens, digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain- based software systems and blockchain technology are subject to bugs and attacks. Subscriber acknowledges and
understands that there are certain risks inherent in the design of blockchains. Subscriber assumes all responsibility with respect to the foregoing, and OPM accepts no liability whatsoever as to these risks.
23. Uncertain Regulatory Framework
The regulatory status of cryptographic tokens, digital assets and transactions in such instruments is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies and transactions. Heightened regulatory scrutiny and changes in law or regulatory guidance could negatively impact the operation of the OPM ATS and Subscriber’s ability to use the Services. Subscriber assumes all responsibility with respect to the foregoing, and OPM accepts no liability whatsoever for these risks.
Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof, and any penalties or interest (other than income taxes imposed on OPM’s revenue) relating to the provision of the Services to Subscriber.
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if and when delivered by electronic mail, hand, overnight courier (signature required), or mailed, certified or registered mail return receipt requested with postage prepaid, to the address of Subscriber or OPM listed below, or to such other person or address as Subscriber or OPM may furnish in writing in accordance with this paragraph.
Any such notices or communications shall be sent to: Oasis Pro Markets LLC
Attn: Pat Lavecchia, Chief Operating Officer 3 Thorndal Circle
Darien, CT 06820
Street Address: Street Address 2: City/State/Zip Code:
Each Party shall provide to the other Party, with five (5) calendar days’ prior written notice, the occurrence of any of the following events: (i) a name change; (ii) a change in control; or (iii) a material change in business structure. Each Party shall provide immediate written notice to the other Party in the event of any voluntary or involuntary filing by or against Subscriber under any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect. Such information shall be treated as confidential by the receiving Party.
26. Record Keeping Requirements
The Subscriber shall furnish to OPM, upon request within such time and in such manner or format as OPM may require, any records, files, or information pertaining to the Subscriber’s use of the OPM ATS, information obtained by the Subscriber from OPM and information relating to transactions executed on or through the Services provided by OPM (save to the extent that such disclosure is prohibited by law or any relevant regulator).
OPM may disclose information and documents received from the Subscriber to the relevant Transfer Agent and any regulator for any purpose including (without limitation) enabling any regulator to commence or pursue any investigation or inquiry or to institute, continue, or defend any proceedings.
Each Party agrees that any controversy arising out of or relating to Subscriber and OPM will be resolved and settled by arbitration under the auspices of FINRA Dispute Resolution conducted in New York, NY. Judgment upon arbitration may be entered in any court, state or federal, having jurisdiction.
28. Termination of the Agreement
Subscriber or OPM may terminate this Agreement or any part of the Services upon twenty (20) days’ written notice to the other Party. In addition, either Party may terminate the Agreement if: (1) the other Party has breached any material term of this Agreement and fails to cure such breach within five (5) business days after written notice thereof; provided, however, that OPM may, upon notice to Subscriber, immediately suspend or terminate the Services to Subscriber for any reason, including, but not limited to, any portion of Paragraph 10 of this Agreement ceases to be accurate or breaches of Paragraphs 7 or 8; (2) Subscriber is engaged in activities that have resulted in or are likely to cause a loss or impairment of functionality of the OPM ATS for other Subscribers (e.g., by sending illegitimate or erroneous orders that may disable the proper functioning of the OPM ATS); or (3) Subscriber is retransmitting or republishing OPM market data without the prior approval of OPM. Subscriber will continue to be obligated to pay charges incurred up to and including the date of termination of the Agreement and to accept transactions already effected on its behalf by the OPM ATS. Provisions that, by their nature, should survive termination of this Agreement and/or the Services, shall survive (including, without limitation, Paragraphs 6, 7, 17, 18, 19, 20, 25, 28 and 33).
29. No Agency or Employment Relationship
Nothing in this Agreement shall constitute either Party, its officers, directors, representatives, customers or affiliates, as the employee, broker, partner or agent acting for or on behalf of the other Party.
30. Force Majeure
Neither Party to this Agreement will be liable for delay or failure to perform its obligations hereunder (other than a failure to pay amounts when due) caused by an event that is beyond the Party’s reasonable control, including, without limitation, fire, flood, earthquake, storm or other like event, act of public enemy, act of terrorism, act of any military, civil or regulatory authority, change in any law or regulation, power or utility outage or problem, strike, labor problem or other cause, whether similar or dissimilar to any of the foregoing; provided, however, that such Party will not have contributed in any way to such non-performance and the other Party has been notified of the force majeure event.
31. Assignment of the Agreement
This Agreement may not be transferred or assigned by Subscriber without the prior written consent of OPM. This Agreement, and all the terms hereof, will be binding upon Subscriber’s successors and
permitted assignees. OPM may, upon notice to Subscriber, transfer or assign its right to sponsor the Services and/or this Agreement to an affiliate of OPM upon notice to Subscriber. In the event OPM transfers its rights to sponsor or operate the Services to an affiliate, this Agreement shall be transferred and assigned by OPM to such affiliate, and such affiliate shall be bound by the provisions hereof.
Subscriber may, in its sole discretion, elect to terminate this Agreement immediately upon notice of the Agreement’s transfer, in which event Subscriber shall have no further obligation to OPM save for any fees outstanding as of the date of termination of the Agreement.
32. Amendment of Agreement
Except as otherwise provided herein, no provision of this Agreement and any schedules or attachments, which are a part hereof, may be amended, modified or waived unless by an instrument in writing executed on behalf of each of the Parties by their respective duly authorized officers.
33. Severability of the Agreement
Each provision of this Agreement will be deemed to be effective and valid under applicable law, but if any provision of this Agreement is determined to be invalid, void, or unenforceable under any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement.
34. Counterparts of the Agreement
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.
35. Entire Agreement
This Agreement sets forth the entire agreement of the Parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements, arrangements and understandings including, without limitation, any agreement with Subscriber for the Services.
36. Governing Law
This Agreement will be deemed to have been made in the State of New York and will be construed, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Parties hereto have caused this Subscriber Agreement to be executed by their duly authorized officers as of the Effective Date.
SUBSCRIBER: By (printed): Signature: Title:
Oasis Pro Markets LLC: By (printed):