This Subscriber Agreement (this “Agreement”), effective as of the date upon which the application was completed (the “Effective Date”) between Oasis Pro Markets LLC, a Delaware limited liability company, whose principal office is located at 1 Thorndal Circle, Darien, CT 06820 (“OPM”), and the “Subscriber” signatory below, on behalf of itself and its Authorized Personnel (collectively, “Subscriber”). OPM and Subscriber are each individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”.
OPM is a registered broker-dealer that operates the OPM Alternative Trading System (the "OPM ATS"), a regulated alternative trading system for digital asset securities, that is being made available to you, the Subscriber, under the terms and conditions set forth in this Agreement.
For purposes of this Agreement, “Subscriber” shall include the “Subscriber” signatory below and its Authorized Personnel. “Authorized Personnel” shall refer to Subscriber’s employees, consultants, agents and/or customers who access and/or use the OPM ATS through Subscriber.
This Agreement sets forth the terms and conditions that apply to Subscriber’s access and use of the OPM ATS, the services provided on the OPM ATS (as more specifically described below, the “Services”) and all information and content therein (“Content”). By accessing and/or using the OPM ATS, the Services and/or the Content, Subscriber understands and agrees that it has read, understands, and accepts this Agreement and the terms and conditions set forth herein and that the OPM ATS, the Services and the Content are for use solely by Subscriber in connection with the placement and execution of orders transmitted by Subscriber on the OPM ATS.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, SO PLEASE READ CAREFULLY BEFORE ACCEPTING THIS AGREEMENT.
The Services. Subject to this Agreement, Subscriber will have the right to access and use the OPM ATS to:
- make buy or sell orders on the OPM ATS. All orders are automatically added to the OPM ATS order book. All orders are considered firm orders and are actionable and eligible for execution at any time until such order has expired by its terms, is cancelled, changed, or is executed, and, when executed, is binding on the Subscriber.
- receive an auto-generated email to confirm the details of Subscriber’s order. Subscriber (not OPM) will then need to initiate conditional instructions and communicate them to their custodian via email.
- receive notice that an order is matched. The OPM ATS matching engine automatically matches orders based on price and quantity. The OPM ATS will auto-generate an email to Subscriber to confirm the details of the match and will auto-generate an email to Subscriber’s custodian notifying the custodian of the matched trade. Subscriber (not OPM) will then need to ensure that its custodian (i) carries out its conditional instructions with respect to the matched trade; (ii) communicates with Subscriber’s transfer agent, which transfer agent would be responsible to enforce any restrictions; (iii) updates balances on Subscriber’s account/wallet; and (iv) informs the OPM ATS of whether the match is subsequently settled or if it fails for any reason.
- receive and view anonymized information with respect to other subscribers’ orders on the OPM ATS. In particular, the order book displays the name of the digital security, the price, the quantity and whether the order is a buy or sell order but it does not display the party that has placed an order or the parties involved in effecting a transaction; and
- receive Subscriber’s own account information, containing information regarding Subscriber’s activity (orders entered, orders modified, order cancellations, matched orders, open orders, executions and volume on the OPM ATS (collectively, the “Services”).
Compliance with Applicable Law. Subscriber shall only access and use the OPM ATS for lawful purposes in compliance with local, state and federal laws, statutes, orders, rules, regulations and ordinances of governmental and governing authorities having jurisdiction over Subscriber and its use of the OPM ATS. The OPM ATS and the Services are controlled, operated and administered by OPM from its offices within the United States. If Subscriber accesses the OPM ATS and/or the Services from a location outside the United States, Subscriber is responsible for compliance with all local laws.
No Unauthorized Use. Subscriber’s right to access and use the OPM ATS, the Services and the Content is non-transferable, non-assignable and may not be sold or leased. Subscriber shall take commercially reasonable security precautions to prevent unauthorized use of or access to the OPM ATS, including unauthorized entry of information into the OPM ATS, the Services and the Content. Without limiting the generality of the foregoing, Subscriber shall ensure that all use of the OPM ATS, the Services and/or the Content: (i) clearly and prominently identifies the information as originating from the OPM ATS where applicable; (ii) is adequately protected to prevent unauthorized access; and (iii) is not altered by Subscriber to make it materially incorrect or misleading in any way.
Subscriber agrees that it will not (i) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the OPM ATS, the Services and/or the Content; (ii) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the OPM ATS, the Services, or the Content other than the search engines and search agents available through the OPM ATS for use within the OPM ATS; (iii) post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the OPM ATS, the Services or the Content; or (iv) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the OPM ATS, the Services or the Content.
Confidentiality. Each of Subscriber and OPM acknowledges that it may receive or have access to proprietary or confidential information disclosed and reasonably understood as confidential by the disclosing party (collectively, the “Confidential Information”). Subscriber acknowledges and agrees that to the extent it sends its own Confidential Information via the Internet, it may not be protected and that there can be no assurance that such Confidential Information will remain confidential. Each of Subscriber and OPM acknowledge and agree that it shall, as the receiving party, take all precautions necessary to safeguard the confidentiality of the disclosing party’s Confidential 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. Each of Subscriber and OPM acknowledge and agree that it will not disclose, in whole or in part, the disclosing party’s Confidential Information to any person, entity or non-entity, except as specifically authorized under this Agreement.
Notwithstanding the foregoing, OPM is specifically permitted to disclose Subscriber Confidential Information (i) in furtherance of the provision of the OPM ATS, the Services and/or the Content; (ii) as required to meet OPM’s regulatory obligations or to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations; (iii) for any reason in anonymous format; and (iv) with written permission from Subscriber.
OPM Confidential Information includes all proprietary or confidential information of OPM, including, without limitation, “Transaction Data” (as defined below), OPM market data, and any pricing or specific data about available investments from the OPM ATS, information provided by issuers and available on the OPM ATS, the Services or the Content. Subscriber is specifically permitted to disclose OPM Confidential Information (i) to its officers, directors, employees, and professional advisors (including attorneys) on a “need to know” basis in connection with its proper and permitted access to and use of the OPM ATS, the Services and the Content; (ii) pursuant to applicable laws, rules, regulations, court orders, or subpoenas or (iii) pursuant to the request of any governmental or regulatory agency or body (including, without limitation, any self-regulatory organization (“SRO”) regulated by the SEC under the Securities Exchange Act of 1934, as amended); however, Subscriber hereby agrees to provide OPM with prompt written notice of any request pursuant to provisions (ii) and (iii) immediately above, to the extent permitted under applicable law or regulation.
Notwithstanding anything in this Agreement to the contrary, information shall not be subject to the confidentiality provisions which (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 Confidential Information.
Each of Subscriber and OPM acknowledges and agrees that the Confidential Information protected hereunder is of an extraordinary nature and that, in the event of the unauthorized disclosure of such Confidential Information, the disclosing party cannot be adequately or reasonably compensated for in damages awarded in an action at law. Each of Subscriber and OPM 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 law or regulation.
Transaction Data. Subscriber acknowledges and agrees that OPM owns all data relating to, generated by or resulting from Subscriber's use of the OPM ATS and arising out of each transaction that takes place on the OPM ATS (all such information, “Transaction Data”) and all rights therein.
Subscriber Data. Subscriber acknowledges and agrees that by accessing and/or using the OPM ATS, the Services and/or the Content, Subscriber grants to OPM a non-exclusive, assignable, transferable, limited, worldwide, irrevocable license to receive and use any and all data submitted to or otherwise reported to OPM with respect to a Subscriber, including, without limitation, information, data, passwords, usernames, materials or other content (all such information, excluding in each instance Transaction Data which is owned by OPM, “Subscriber Data”) for the following permitted uses: (i) for performing self- regulatory functions, including, without limitation, communicating customer personal data to service
providers for KYC/AML checks, and to custodians, transfer agents and reporting agents; (ii) to 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; (iii) for internal commercial purposes (i.e., purposes that do not include disclosing, publishing, or distributing outside of the OPM ATS); and (iv) for use within the OPM ATS products (i.e., products that include disclosure, publication, or distribution to third parties), provided, however, with respect to (iii), that such Subscriber Data is provided in an aggregate manner that does not directly or indirectly identify Subscriber as the source of the information.
No provision in this Agreement shall impair any right, interest, or use by OPM of Subscriber Data granted by operation of SEC rules or any other rule or law governing the OPM ATS. Subscriber represents and warrants that, with respect to Subscriber Data (i) Subscriber owns or has sufficient rights in and to Subscriber Data to authorize OPM to use Subscriber Data to perform all obligations under this Agreement with respect thereto; (ii) use or delivery of Subscriber Data by Subscriber or OPM will not violate the proprietary rights (including, without limitation, any privacy rights) of any party; and (iii) use or delivery of Subscriber Data by Subscriber or OPM will not violate any applicable law or regulation.
Third-Party Proprietary Information. Subscriber acknowledges that the OPM ATS, the Services and the Content are 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 own respective information and data. Subscriber agrees to keep such information confidential, and to utilize this information solely for transacting on the OPM ATS in accordance with this Agreement. Subscriber further agrees to take or cause to be taken commercially reasonable measures to maintain the confidentiality of such proprietary information and shall not disclose the same to any other person or entity. OPM works with third-party providers of information in connection with the Services and the Content. OPM does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose. OPM is not responsible for any third-party products, services or content or third-party websites accessed through the OPM ATS, the Services and/or the Content.
Authorized Personnel. Subscriber will not permit any persons other than its Authorized Personnel to access or use the OPM ATS, the Services or the Content or to route orders directly or indirectly into the OPM ATS. Subscriber is liable for its Authorized Personnel’s access to and use of the OPM ATS, the Services and/or the Content. All Authorized Personnel shall abide by and fully comply with all applicable provisions of this Agreement and with all federal and state laws, including the rules and regulations of any SROs of which Subscriber or any Authorized Personnel are members, and Subscriber shall be solely responsible for such supervision and for any violation thereof by itself and any Authorized Personnel. OPM reserves the right to, in its sole discretion, prohibit access to and/or use of the OPM ATS, the Services and/or the Content by Authorized Personnel at any time and for any reason. Subscriber also acknowledges and agrees that all instructions issued by it or by any 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 whereby the order exercised. Subscriber shall bear full financial responsibility for all orders transmitted to OPM by any Authorized Personnel, whether authorized or not, as well as any other person gaining access to the OPM ATS, the Services or the Content via Subscriber’s connection as a result of Subscriber’s permission, negligence or error.
Subscriber will maintain a list of all Authorized Personnel entitled to access and/or use the OPM ATS, the Services and/or the Content and agrees to make such list available to OPM promptly upon OPM’s request. Subscriber will be responsible for conducting the appropriate due diligence on any Authorized Personnel to make a determination as to whether transacting in the securities on or through the OPM ATS is suitable, taking into consideration the Authorized Personnel’s financial objectives, trading experience, risk tolerance and other factors that may be appropriate to conduct a suitability analysis.
Subscriber shall ensure that each Authorized Personnel will be issued its own unique username and password through Subscriber’s account that must be entered into the OPM ATS interface in order for each Authorized Personnel to authenticate themselves and access the Subscriber account, the Services and/or the Content. Subscriber understands and agrees that it is responsible for maintaining the confidentiality of its and its Authorized Personnel’s usernames and passwords, which, along with any other registration information provided to OPM, forms Subscriber’s "Registration Information". If Subscriber becomes aware of any unauthorized use of its Registration Information, Subscriber agrees to notify OPM in writing immediately. Subscriber agrees to keep its Registration Information up-to-date and accurate and understands that failure to do so may affect the accuracy and effectiveness of the Services and/or access to the OPM ATS, the Services and/or the Content may be denied.
Representations of OPM. OPM hereby represents that, at all times while 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 as a broker- dealer/ATS ; (4) comply with SEC Regulation ATS and applicable FINRA rules; and (5) have the authority and all rights and licenses required to provide the Services to Subscriber. OPM agrees to notify Subscriber immediately in writing if any of the above representations ceases to be true.
Representations of Subscriber.
By accessing or using the OPM ATS, the Services or the Content, Subscriber understands, agrees and hereby represents as follows:
- Subscriber has the full capacity, power and authority to accept this Agreement on behalf of itself and its Authorized Personnel, and to enter into any securities transactions that it engages in on the OPM ATS.
- The consummation of the transactions it intends to engage in on the OPM ATS, and the performance by Subscriber of its obligations hereunder will not conflict with, or result in any violation of or default under, any agreement to which Subscriber is a party or bound, the governing documents of Subscriber, or other instrument to which Subscriber is a party or bound;
- Subscriber understands that investments in securities involve risk, and that the value of any security may fluctuate up and down which may result in complete loss of investment. Furthermore, Subscriber understands that an investment in securities may be illiquid or subject to certain transfer restrictions which it will consider (and be solely responsible for considering) prior to entering into any transaction;
- All offering materials, descriptions of securities or any other documentation or descriptions related to any securities, or issuers thereof, on the OPM ATS, or otherwise in the Services and/or Content are provided by the issuer of the applicable securities, and not OPM. As such, Subscriber understands that OPM, and any of its affiliates or subsidiaries, bear no liability for any inaccuracy, omission or misleading statements in any materials or statements of any issuer of securities;
- Subscriber will notify OPM immediately in writing of any contemplated change of beneficial ownership prior to such change becoming effective;
- Subscriber is the beneficial owner of any securities that it seeks to sell and/or sells on or through the OPM ATS. There are no outstanding subscriptions, warrants, calls, commitments, pledges, security agreements, restrictions against transfer, voting trusts or arrangements of any kind with respect to the securities that have not been complied with or adequately waived that would serve to impose any restriction or transfer of the securities. All securities when issued, sold, purchased and delivered will be, and are, validly issued and free of restrictions on transfer other than restrictions on transfer, applicable state and federal securities laws and liens or encumbrances of any kind;
- Subscriber will not offer, sell or otherwise dispose of securities on or through the OPM ATS except in accordance with all provisions, requirements and restrictions of the Securities Act, and all other applicable state, local and foreign law;
- Subscriber funds are not and will not have been derived from or are the product of any criminal activity; and
- Subscriber will be responsible for conducting the appropriate due diligence on any Authorized Personnel to make a determination as to whether transacting in the securities on or through the OPM ATS is suitable, taking into consideration the Authorized Personnel’s financial objectives, trading experience, risk tolerance and other factors that may be appropriate to conduct a suitability analysis.
Settlement of Transactions. Subscriber acknowledges and agrees that Subscriber shall be solely responsible for all aspects of the settlement of any transaction executed on the OPM ATS and the accuracy, completeness and consequences of all orders, trades and other messages and instructions entered, received or transmitted to the OPM ATS. OPM does not take custody of Subscriber’s securities or cash and will never exercise any level of control or discretion over the Subscriber’s cash or securities. OPM does not guarantee and is not liable for the settlement of any trades that are matched on the OPM ATS. OPM will not have the ability to correct trade errors on the blockchain. Subscriber agrees that, between OPM and Subscriber, it is Subscriber’s absolute, unconditional, and unassignable obligation, in connection with each transaction effected through Subscriber’s market participant identity or "MPID", or otherwise, on the OPM ATS, to make and ensure timely delivery to its counterparty of the subject securities and/or funds consistent with all transactions that are confirmed as matched by the OPM ATS.
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.
Fees. OPM shall collect a fee on each of the matches placed on the OPM ATS. Subscriber acknowledges that the fee rates shall be set forth on the OPM ATS and agrees to pay OPM the fees required of it in connection with each transaction on the OPM ATS.
INDEMNITIFCATION 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, LOSSES, CLAIMS, DEMANDS, PROCEEDINGS, SUITS, ACTIONS, AND ALL LIABILITIES AND DAMAGES (INCLUDING LEGAL FEES, COSTS
AND EXPENSES), WHETHER OR NOT DIRECT, CONSEQUENTIAL, AND/OR INCIDENTAL IN NATURE, RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF (I) ANY FAILURE BY SUBSCRIBER, FOR ANY REASON, FRAUDULENT, NEGLIGENT OR OTHERWISE, TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT ; (II) ANY THIRD-PARTY ACTIONS RELATED TO SUBSCRIBER’S RECEIPT AND USE OF THE OPM ATS, THE SERVICES AND/OR THE CONTENT, WHETHER AUTHORIZED OR UNAUTHORIZED UNDER THIS AGREEMENT; AND/OR (III) A CLAIM THAT ONE OR MORE TRADES OR ORDERS PLACED OR TRANSACTED IN ANY WAY BY SUBSCRIBER WITH THE OPM ATS WERE IN VIOLATION OF ANY STATE OR FEDERAL SECURITIES LAWS, UNLESS, IN ANY SUCH CASE SET FORTH IN (I)-(III) ABOVE, SUCH EXPENSE, LOSS, COST, CLAIM, DEMAND, PROCEEDING, SUIT, ACTION, LIABILITY OR DAMAGE ARISES FROM OPM’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
Taxes. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber and all Authorized Personnel 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 use of the OPM ATS, and the provision of the Services to Subscriber.
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 and its Authorized Personnel’s access to and use of the OPM ATS, the Services, and the Content, including, without limitation, information obtained by the Subscriber and its Authorized Personnel from OPM, the OPT ATS, the Services and the Content and information relating to transactions executed on the OPM ATS or through the Services, except in each case to the extent that such disclosure is prohibited by applicable law or regulation. To comply with certain regulatory requirements regarding the retention of books and records, OPM may, in its discretion, utilize the services of third-party vendors to maintain such records on behalf of OPM.
ARBITRATION. EACH PARTY AGREES THAT ANY CONTROVERSY ARISING OUT OF OR RELATING TO SUBSCRIBER AND OPM WILL BE RESOLVED AND SETTLED BY ARBITRATION BY FINRA DISPUTE RESOLUTION, CONDUCTED IN NEW YORK, NY, UNLESS FINRA RULES REQUIRE OTHERWISE. ALL AWARDS RENDERED BY THE ARBITRATOR(S) SHALL BE BINDING AND FINAL, AND JUDGEMENT UPON ANY SUCH ACTION MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
Modification of Services. Subscriber acknowledges and agrees that nothing in in this Agreement constitutes an undertaking by OPM to continue the OPM ATS, the Services or the Content in the present form or configuration. OPM, in its sole discretion, and subject to the notice provisions in this paragraph, may from time to time make additions to, deletions from, or modifications to the OPM ATS, the Services and/or the Content. Other than with respect to minor changes that do not materially affect the OPM ATS or the Services, OPM will use commercially reasonable efforts to notify the Subscriber promptly upon determining to make such modification and, to the extent commercially reasonable, prior to such modification, which notice may be made available to Subscriber in a message or post by OPM on the OPM ATS. Subscriber’s use of the OPM ATS, the Services and the Content following notice shall constitute acceptance of such modification.
Termination, Suspension or Cancellation of Services. OPM may terminate Subscriber’s and its Authorized Personnel’s access to and use of the OPM ATS, the Services and/or the Content or any part of the same upon ten (10) days’ prior written notice to Subscriber, which notice may be made available to Subscriber in a message or post by OPM on the OPM ATS.
In addition, OPM may immediately terminate Subscriber’s and its Authorized Personnel’s access to and use of the OPM ATS, the Services and/or the Content or any part of the same if:
- Subscriber or its Authorized Personnel 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, without notice to Subscriber, immediately suspend or terminate the Subscriber’s and its Authorized Personnel’s access to and use of the OPM ATS, the Services and/or the Content or any part of the same for any reason;
- Subscriber is engaged in activities that have resulted in or are likely to cause a loss or impairment of functionality of the OPM ATS, the Services and/or the Content for other subscribers (e.g., by sending illegitimate or erroneous orders, engaging in any manipulative or fraudulent schemes, failing to have a proper transfer agent and/or custodian, or any other action or non-action that may disable the proper functioning of the OPM ATS the Services and/or the Content);
- Subscriber is retransmitting or republishing any OPM Confidential Information;
- Subscriber is not compliant with requests from and protocols of OPM for information security;
- as needed by OPM to comply with all applicable laws or regulations, or upon reasonable belief that you may have violated applicable securities laws or regulations.
Termination of Subscriber’s and its Authorized Personnel’s access to and use of the OPM ATS, the Services and/or the Content or any part of the same does not relieve Subscriber of any obligations incurred through its or its Authorized User’s access to and use of the OPM ATS, the Services and/or the Content and Subscriber will continue to be obligated to pay charges incurred up to and including the date of termination and to accept transactions already effected on its behalf by the OPM ATS.
Hours and Days of Operation. It is intended that trading on the OPM ATS will be made available 24 hours per day, 7 days per week, except where non-trading hours, periods or days are announced on the OPM ATS or due to system maintenance or US public holidays. When the OPM ATS is not available for trading, a notice will be delivered to all subscribers (electronically) and posted on the OPM ATS informing subscribers of the status and the expected resumption of services.Issues that may arise outside of regular US Exchange hours, including, but not limited to, bona-fide/clearly erroneous errors or any other operational type errors that may occur as a result of subscribers effecting transactions on the OPM ATS during these hours. In addition, OPM maintains the right to review and monitor all transactions and subscriber activity that occur on the OPM ATS on a post transaction basis. Subscriber acknowledges the risks associated with transacting in securities during extended hours (ie; outside normal market hours on US Exchanges) and understands and accepts these risks when transacting on the OPM ATS.
NO WARRANTY. YOUR ABILITY TO USE THE OPM ATS MAY BE AFFECTED BY THE PERFORMANCE OF YOUR HARDWARE, SOFTWARE AND INTERNET ACCESS (COLLECTIVELY, “SYTEM REQUIREMENTS”). YOU AGREE THAT SUCH SYSTEM REQUIRMENTS, WHICH MAY CHANGE FROM TIME TO TIME, ARE YOUR RESPONSIBILITY. ADDITIONALLY, COMPUTER VIRUSES, WORMS AND OTHER ELECTRONIC AND SOFTWARE CODE OR PROGRAMMING DEVICE THAT MAY BE USED TO ACCESS, DAMAGE, MODIFY, DELETE, CORRUPT, DISABLE OR OTHERWISE IMPEDE OR DISRUPT YOUR HARDWARE, SOFTWARE, INTERNET COMMUNICATION, OR DATA STORAGE SYSTEMS (“CYBER ATTACKS”) MAY BE TRANSFERRED THROUGH THE OPM ATS AND/OR THE SERVICES. OPM WILL USE COMMERCIALLY REASONABLE
EFFORTS TO THWART CYBER ATTACKS, BUT DISCLAIMS ANY ADDITIONAL RESPONSIBILITY OR ANY LIABILITY TO YOU FOR CYBER ATTACKS. YOUR ACCESS AND USE OF THE OPM ATS AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMIATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE, REPAIR OR OTHER ACTIONS THAT OPM, IN ITS SOLE AND ABSOLUTE DISCRETION, MAY ELECT TO TAKE, OR AS A RESULT OF TECHNICAL OR OTHER ACTIONS NEGATIVELY IMPACTING YOUR ABILITY TO OBTAIN DATA, INCLUDING, WITHOUT LIMITATION, THE FAILURE TO STORE ANY USER DATA OR COMMUNICATIONS, OR, IN RELATION TO SENDING OR EXECUTING ORDERS, FAILURES IN THE ACCURACY, TIMELINESS, DELETION, OR NON-DELIVERY OF THE SAME, OR FOR ANY LIMIATIONS, DOWNTIME OR AVAILABILITY OF THE OPM ATS OR OTHER SERVICE INTERRUPTIONS OR FOR ANY OTHER REASONS THAT ARE OUTSIDE OF OPM’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY PROVIDER, TECHNOLOGY COMPANY, HOSTING SERVICE OR LICENSOR WHO PROVIDES SERVICES OR TECHNOLOGY TO OPM (ANY OF THE ABOVE, A “SYSTEM INTERRUPTION”). ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT OPM DOES NOT ASSUME RESPONSIBILITY FOR SYSTEM REQUIREMENTS OR ANY SYSTEM INTERRUPTION. YOU ARE RESPONSIBLE FOR ANY COSTS YOU INCUR FOR SYSTEM REQUIREMENTS, AND, TO THE EXTENT NOT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OPM, AS A RESULT OF CYBER ATTACKS AND/ORSYSTEM INTERRUPTIONS.
ALL CONTENT AND SERVICES ASSOCIATED WITH OR PROVIDED THROUGH THE OPM ATS OR THIRD- PARTY RELATED SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND. NEITHER OPM NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
The availability of the Services provided by OPM on or accessible through the OPM ATS does not constitute a representation by OPM that any of the Services are suitable or appropriate for Subscriber. The Services are not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of, any security, financial product or other instrument. Although the information contained in the Services are obtained or compiled from or based upon information that OPM considers reliable, OPM does not represent that such information is accurate, current or complete. Subscriber acknowledges that: (a) the OPM ATS, the Services and the Content are provided for informational purposes only; (b) the OPM ATS, the Services and the Content may include information taken from third-party sources; and (c) any reliance on any portion of the Services or Content shall be at Subscriber’s own risk.
NO LIABILITY FOR TRADES. ABSENT FRAUD OR WILLFUL MISCONDUCT BY OPM AS FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION OR, IF APPLICABLE, A FINRA ARBITRATION PANEL, SUBSCRIBER UNDERSTANDS AND AGREES THAT (I) OPM IS NOT DIRECTLY OR INDIRECTLY A PARTY TO OR A PARTICIPANT IN ANY TRADE OR TRANSACTION ENTERED INTO OR OTHERWISE CONDUCTED THROUGH THE OPM ATS, AND (II) OPM IS NOT LIABLE IN ANY MANNER TO ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUBSCRIBER, ITS AUTHORIZED PERSONNEL AND ANY OTHER PERSON FOR WHOM SUBSCRIBER IS AUTHORIZED TO TRADE OR ACT) FOR THE FAILURE OF ANY PERSON TO PERFORM SUCH PERSON’S SETTLEMENT OR OTHER OBLIGATIONS UNDER SUCH TRADE OR TRANSACTION. 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, CUSTODY OF ANY DIGITAL ASSETS, TRANSER OF ANY DIGITAL ASSETS, 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 ARE THE FINANCIAL RESPONSIBILITY OF THE SUBSCRIBER THAT ENTERED THE ORDER, MESSAGE OR OTHER DATA INTO THE OPM ATS.
Force Majeure Disclaimer. OPM will not be liable for delay, interruption of service on the OPM ATS or failure to perform its obligations hereunder which result directly or indirectly from any cause or condition that is beyond the OPM's reasonable control, including, without limitation, fire, flood, earthquake, explosion, storm or other like event, acts of God or public enemy, act of terrorism, civil disturbance, labor dispute, national emergency, war, insurrection or riot, act of any military, civil or regulatory authority, change in any law or regulation, power or utility outage or problem, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, strike, pandemic, labor problem, changes in the legal and/or regulatory landscape affecting the OPT ATS, the Services, the Subscriber’s ability to transact on the OPM ATS and/or the offerings listed on the OPM ATS, or other cause, whether similar or dissimilar to any of the foregoing.
Disclaimer Regarding 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, whether or when 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 OPM ATS and the Services. Subscriber assumes all responsibility with respect to the foregoing, and OPM accepts no liability whatsoever for these risks.
Blockchain Technology Risk Disclaimer. Subscriber acknowledges that the technology underlying the offerings 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. Subscriber further acknowledges that transactions in the securities traded on the OPM ATS may be irreversible, and, accordingly, losses to the Subscriber due to technology risks, fraudulent or accidental transactions may not be recoverable. Due to the volatility and unpredictability of the price of the securities traded on the OPM ATS relative to fiat currency, trading and owning such securities may result in significant loss over a short period of time. The nature of the securities traded on the OPM ATS may lead to an increased risk of fraud or cyber-attack.
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 will 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 subsequently posted amendments thereto. OPM agrees to provide Subscriber with written notice prior to the effectiveness of any material changes to OPM’s Clearly Erroneous Transactions Policy, which writing may be made available to Subscriber in a general notice, message or post by OPM on the OPM ATS. 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/transfer agent 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.
Notices; Consumer Complaint Notice Disclosure Statement SEC Rule 17a-3(a)(18)(ii). 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 courier (signature required) 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: Douglas Preveza, Chief Compliance Officer 1 Thorndal Circle
Darien, CT 06820
Subscriber Name: Please see name on onboarding documentation
Street Address: Please see address on onboarding documentation
Street Address 2: Please see address on onboarding documentation
City/State/Zip Code: Please see address on onboarding documentation
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.
In accordance with SEC Rule 17a-3(a)(18)(ii) Subscriber complaints, if any, may be reported to OPM by telephone at (888) 920-0789 or email at email@example.com or by mail at the following address:
Oasis Pro Markets LLC
Attn: Douglas Preveza, Chief Compliance Officer 1 Thorndal Circle
Darien, CT 06820