This Addendum (“Addendum”) supplements and is made a part of the Ram Financial Brokerage Agreement (“Agreement”) between Ram Financial (“Ram”) and the customer agreeing to such Agreement (“Customer”). This Addendum may be amended from time to time without notice to or consent of Customer. Customer acknowledges that by opening an Investing Account with Ram and receiving market data from Aries Financial, Inc (“Aries”) through the Aries app and website, Customer agrees to the terms herein.
Customer acknowledges the market data and news information are provided to Aries by third party service providers, and that Aries is not involved in the preparation, production or editing of such data and Aries does not explicitly or implicitly endorse or approve such content. The third-party content providers do not explicitly or implicitly endorse or approve the third-party content, nor do they or Aries give investment advice, or advocate the purchase or sale of any security or investment. Market data is provided on an “as is” basis and any use or review of market data is solely at Customer’s risk. Aries and third-party data service providers: (i) do not warrant the accuracy and reliability of market data provided to Customer, (ii) do not warrant any results from use of any market data, provided, and (iii) shall bear no legal responsibility to the user for any loss or damages arising from information delay, error, or omission of any market data.
MARKET DATA IS PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND BY ARIES OR ANY THIRD-PARTY PROVIDER. NEITHER ARIES NOR ANY THIRD-PARTY PROVIDER SHALL BE LIABLE IN ANY WAY FOR (A) ANY INACCURACY, ERROR, OMISSION, INTERRUPTION OR DELAY IN OR RELATING TO MARKET DATA OR THE TRANSMISSION OR DELIVERY OF MARKET DATA, WHETHER DUE TO ACTION OR INACTION OF ARIES OR ANY THIRD-PARTY OR OTHERWISE. CUSTOMER AGREES NEITHER A THIRD-PARTY NOR ARIES SHALL BE RESPONSIBLE, AND CUSTOMER SHALL HOLD THEM HARMLESS, FROM ANY LOSSES, LOST PROFITS, MARKET OR TRADING LOSSES, OR OTHER CLAIMS FOR DAMAGES ARISING FROM OR IN CONNECTION WITH CUSTOMER’S USE OR REVIEW OF ANY MARKET DATA. THE LIMITATIONS OF LIABILITY IN THIS ADDENDUM SHALL BE IN ADDITION TO, AND IN NO WAY LIMIT, THOSE CONTAINED IN THE AGREEMENT OR ANY OTHER AGREEMENT BETWEEN CUSTOMER AND ARIES NOW OR IN THE FUTURE.
Customer acknowledges Aries may change, suspend, or cease its provision of market data or means of sharing such data at any time and without notice, in Aries’s sole discretion.
Customer warrants and represents it is a “Non-Professional” investor, and that it is not a “Securities Professional.” Customer acknowledges it may only receive market data from Aries so long as Customer remains a Non-Professional investor. As used herein, “Non-Professional” means any natural person who receives market data solely for their own personal, non-business use and who is not a “Securities Professional.” A “Securities Professional” for these purposes includes an individual who, if working in the United States, is: (a) registered or qualified in any capacity with the Securities and Exchange Commission (the “SEC”), the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association, or self-regulatory body; (b) engaged as an “investment advisor” as that term is defined in Section 202 (a)(11) of the Investment Advisor’s Act of 1940 (whether or not registered or qualified under that Act), or (c) employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require that individual to be so registered or qualified if they were to perform such functions for an organization not so exempt. A person who works outside of the United States will be considered a “Securities Professional” if they perform the same function(s) as a person who would be considered a “Securities Professional” in the United States. Any use of Market Data for business, professional or other commercial purpose is not compatible with Non-Professional status, even if the commercial use is on behalf of an organization that is not in the securities industry. Customer agrees to notify Ram immediately in the event Customer no longer meets the qualifications of a Non-Professional and shall cease use and receipt of market data.
Ram may provide or make available to Customer via the Aries App, website, or otherwise certain market data from third parties, including the New York Stock Exchange (NYSE), NASDAQ, Cboe Global Markets, the Options Price Reporting Authority (OPRA), and others.
By accessing market data provided by Ram via the Aries App, website or otherwise, you hereby agree as follows:
1. You agree to the terms contained in the NYSE Agreement for Market Data Display Services that follows as Annex I to this Addendum with respect to any market data provided by NYSE.
2. You agree to the terms contained in the Nasdaq Agreement for Market Data Display Services that follows as Annex II to this Addendum with respect to any market data provided by NASDAQ.
3. You agree to the terms contained in the Cboe Global Markets Data Subscriber Agreement that follows as Annex III to this Addendum with respect to any market data provided by Cboe.
4. You agree to the terms contained in the OPRA Subscriber Agreement that follows as Annex IV to this Addendum with respect to any market data provided by OPRA.
5. You certify that you fall within the definition of “Nonprofessional Subscriber” and that the personal and employment information that I have provided to Ram in connection with my Investing Account is truthful and accurate.
6. You acknowledge that you have read the preceding terms and conditions of this Addendum, understand them, and agree to and shall abide by such terms.
ANNEX I:
NYSE AGREEMENT FOR MARKET DATA DISPLAY SERVICES
(Nonprofessional Subscriber Status)
Aries Financial, Inc. (“Aries”) agrees to make “Market Data” available to you pursuant to the terms and conditions set forth in this agreement. By executing this Agreement in the space indicated below, you (“Subscriber”) agree to comply with those terms and conditions. Section 1 sets forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available pursuant to this Agreement as a Nonprofessional Subscriber.
Section 1: Terms and Conditions of General Applicability
1. Market Data Definition – For all purposes of this Agreement, “Market Data” means (a) last sale information and quotation information relating to securities that are admitted to dealings on the New York Stock Exchange (“NYSE*”), (b) such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an “Authorizing SRO”) may make available and as the NYSE* may from time to time designate as “Market Data”; and (c) all information that derives from any such information.
2. Proprietary Nature of Data – Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. Enforcement – Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates. Subscriber shall pay the reasonable attorney’s fees that any Authorizing SRO incurs in enforcing this Agreement against Subscriber.
4. Data Not Guaranteed – Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the Authorizing SROs’ facilities (an “Other Data Disseminator”) and no information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the “Disseminating Parties”) guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party.
5. Permitted Use – Subscriber shall not furnish Market Data to any other person or entity. If Subscriber receives Market Data other than as a Nonprofessional Subscriber, it shall use Market Data only for its individual use in its business.
6. Dissemination Discontinuance or Modification – Subscriber understands and acknowledges that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise therefrom.
7. Duration; Survival – This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Agreement. In addition, Aries may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Annex I.
8. Miscellaneous – The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber may not assign all or any part of this Agreement to any other person. The person executing this Agreement below represents and warrants that he or she has legal capacity to contract and, if that person is executing this Agreement on behalf of a proprietorship or a business, partnership or other organization, represents and warrants that he or she has actual authority to bind the organization.
9. Certification – By executing my Brokerage Agreement with Ram, I, the “Subscriber,” certify that he or she falls within the definition of “Nonprofessional Subscriber” and that the personal and employment information that I have provided to Ram in connection with my Investing Account is truthful and accurate. I further acknowledge that I have read the preceding terms and conditions of this Annex I, that I understand them, that I agree to and shall abide by such terms.
* NYSE is the administrator for NYSE Prop, CTA, and GIF products
ANNEX II:
NASDAQ Agreement for Market Data
(Nonprofessional Subscriber)
Aries may provide or may make available to Customer certain Market Data that consists of or includes data and Information (as defined herein) owned or provided by NASDAQ. Customer agrees to the terms set out in paragraphs 1–13 below (the “Nasdaq Market Data Agreement”), which constitute a legally binding agreement between Customer and Aries.
1. Use of Data. Customer is only permitted to access, view, or use any Information for its personal, non-business, use. Customer undertakes to only use Information for Customer’s personal, nonbusiness, purposes. Customer agrees not to sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office or place. Customer agrees not to engage in the operation of any illegal business use or permit anyone else to use the Information, or any part thereof, for any illegal purpose or violate any NASDAQ or SEC Rule or other applicable law, rule, or regulation. Customer agrees not to present the Information rendered in any unfair, misleading, or discriminatory format and to take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information.
2. Proprietary Data. Customer acknowledges and agrees that (i) NASDAQ has proprietary rights to the Information that originates on or derives from markets regulated or operated by NASDAQ, and compilation or other rights to Information gathered from other sources; and (ii) NASDAQ’s third-party information providers have exclusive proprietary rights to their respective Information. In the event of any misappropriation or misuse by Customer of any Information, NASDAQ or its third-party information providers shall have the right to obtain injunctive relief for its respective materials.
3. Modifications. NASDAQ may from time to time, in its sole discretion, make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Aries’s service or in the way Information is provided or presented and may affect access to or use of some or all of the Information. Neither NASDAQ nor Aries shall be responsible for such effects.
4. Reporting and Audit. If requested by Aries or NASDAQ, Customer undertakes to provide reasonable cooperation including: (i) promptly providing information or materials in response to any reasonable request; and (ii) making available for examination all records, reports, payments, and supporting documentation, in each case relating to the Information, necessary to reach a conclusion as to Customer’s compliance with these terms.
5. System. Customer acknowledges that NASDAQ, in its sole discretion, may from time to time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in the way Information may be displayed or provided. NASDAQ and Aries shall not be responsible for such effects.
6. No Endorsement. NASDAQ does not endorse or approve any equipment, Aries, or Aries’s service. Aries makes no representations or warranties in connection with NASDAQ or Information.
7. Limitations of Liability. a. Except as may otherwise be set forth herein, NASDAQ shall not be liable to Customer or any other Person for indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover or other indirect loss or damage) of any nature arising from any cause whatsoever, even if NASDAQ has been advised of the possibility of such damages. b. NASDAQ shall not be liable to Customer or any other Person for any unavailability, interruption, delay, incompleteness, or inaccuracy of the Information. This section shall not relieve NASDAQ, Customer, or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims. Customer understands and agrees that the terms of this section reflect a reasonable allocation of risk and limitation of liability.
8. Disclaimers of Warranties. NASDAQ and its third-party information providers make no warranties of any kind — express, implied, or statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), any implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose or noninfringement.
9. Third-Party Information Providers’ Limitation of Liability. NASDAQ’s third-party information providers shall have no liability for any damages for the accuracy of or delays or omissions in any of the Information provided by them, whether direct or indirect, lost profits, special or consequential damages of Customer or any other Person seeking relief through Customer, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to Customer or any other Person seeking relief through Customer pursuant to any cause of action, whether in contract, tort or otherwise, exceed the fee paid by Customer or any other Person seeking relief through Customer, as applicable.
10. Claims and Losses. Customer will indemnify NASDAQ and hold NASDAQ and its employees, officers, directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Customer with the terms and conditions hereof; (b) any third-party actions related to Customer’s receipt and use of the Information, whether authorized or unauthorized; (c) a claim of infringement or other violation of an intellectual property right by Customer or Customer’s actions or omissions, equipment or other property.
11. Termination. Customer acknowledges that NASDAQ, when required to do so in fulfillment of statutory obligations, may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive or use the Information and that Distributor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to NASDAQ. Any affected Person will have available to it such procedural protections as are provided by the Act and applicable rules thereunder. In the event of Customer’s breach, discovery of the untruth of any of Customer’s representations, or where directed by the SEC in its regulatory authority, NASDAQ may terminate this Nasdaq Market Data Agreement with not less than three (3) days written notice to Customer provided either by NASDAQ or Aries.
12. Definitions. The following terms have the following meanings: a. “Act” shall mean the Securities Exchange Act of 1934, applicable only to Information disseminated from a NASDAQ Market in the United States. b. “Information” means certain market data and other data disseminated that has been collected, validated, processed, and recorded by the System or other sources made available for transmission to and receipt from either a Vendor or from NASDAQ relating to: (a) eligible securities or other financial instruments, markets, products, vehicles, indicators, or devices; (b) activities of NASDAQ; (c) other information and data from NASDAQ. Information also includes any element of Information as used or processed in such a way that the Information can be identified, recalculated, or reengineered from the processed Information or that the processed Information can be used as a substitute for Information. c. “NASDAQ” means collectively NASDAQ, Inc., a Delaware limited liability company and its subsidiaries and Affiliates. d. “NASDAQ Markets” shall mean the regulated securities and options exchange subsidiaries of NASDAQ and other regulated market subsidiaries of NASDAQ, including, but not limited to, The NASDAQ Stock Market. e. “Person” means any natural person, proprietorship, corporation, partnership, or other entity whatsoever. f. “SEC” means the U.S. Securities and Exchange Commission. g. “System” means any system NASDAQ has developed for the creation and/or dissemination of Information.
13. Certification. By executing my Brokerage Agreement with Ram, I, the “Customer,” certify that he or she falls within the definition of “Nonprofessional Subscriber” and that the personal and employment information that I have provided to Ram in connection with my Investing Account is truthful and accurate. I further acknowledge that I have read the preceding terms and conditions of this Annex II, that I understand them, that I agree to and shall abide by such terms.
ANNEX III:
CBOE GLOBAL MARKETS DATA SUBSCRIBER AGREEMENT
(Non-Professional Subscriber)
This Cboe Global Markets Data Subscriber Agreement (“This Agreement”) is made by and between Aries Financial, Inc. (“Vendor”) and the subscriber (“Subscriber”). Vendor may not modify or waive any term of this Agreement. Any attempt to modify this Agreement, except by Cboe Data Services, LLC (“CDS”) or its Affiliates, is void.
1. Definitions.
“Affiliate” means with respect to an entity, another entity that, from time to time, directly or indirectly controls, is controlled by, or is under common control with it, where control means the power to direct or cause the direction of the management or policies of another entity, whether through the ownership of voting securities, by contract, or otherwise.
“Cboe Global Markets” means Cboe Global Markets, Inc. and any successor organization to Cboe Global Markets, Inc.
“CDS Indemnified Parties” means, collectively, CDS, its Affiliates and Third-Party Information Providers, and its and their respective owners, officers, directors, employees, contractors, and agents.
“Data” means certain data and other information disseminated by a System (a) relating to securities or other financial instruments, products, vehicles, currencies, indexes, values, indicators, or other means; (b) related to Persons regulated by an Exchange or to activities of an Exchange; or (c) made available by CDS as CDS may designate from time to time.
“Exchange” and “Exchanges” means, individually or collectively, any Affiliate of Cboe Global Markets that operates a national securities exchange, designated contract market or other organized trading venue in North America.
“Non-Professional Subscriber” means a natural person or qualifying trust that uses Data only for personal purposes and not for any commercial purpose and, for a natural person who works in the United States, is not: (i) registered or qualified in any capacity with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an “investment adviser” as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 (whether or not registered or qualified under that Act); or (iii) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt; or, for a natural person who works outside of the United States, does not perform the same functions as would disqualify such person as a Non-Professional User if he or she worked in the United States.
“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, or other entity.
“Professional Subscriber” means all other Persons who do not meet the definition of Non-Professional Subscriber.
“System” means any system CDS or its Affiliates have developed for creation and/or dissemination of Data.
“Third-Party Information Providers” means Persons that are not Affiliates of CDS that are the source and/or owner of Data distributed under this Agreement or are involved in any aspect of creating or providing Data distributed under this Agreement.
“Vendor’s Service” means the service from a Vendor, including the data processing equipment, software, and communications facilities related thereto, for receiving, processing, transmitting, using, and disseminating Data to or by Subscriber.
2. Use of Data. Subscriber may not sell, lease, furnish, or otherwise permit or provide access to Data to any other Person or to any other office or place. Subscriber will not engage in the operation of any illegal business use or permit anyone else to use Data, or any part thereof, for any illegal purpose or violation of any Regulatory Requirements. Subscriber may not present Data rendered in any unfair, misleading, or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to Data. Data is licensed only for personal, non-commercial use by a Non-Professional Subscriber. By representing to Vendor that Subscriber is a Non-Professional Subscriber, or by continuing to receive Data at a Non-Professional Subscriber rate, Subscriber is affirming to Vendor and CDS that Subscriber meets the definition of Non-Professional Subscriber as set forth herein.
3. Proprietary Data. CDS grants to Subscriber a non-exclusive, non-transferable license during the term of the Agreement to receive Data distributed to it by Vendor and, thereafter, to use such Data as permitted under the terms of this Agreement and applicable Regulatory Requirements. Subscriber acknowledges and agrees that CDS and its Affiliates have proprietary rights to Data that originates on or relates to trading on any of the Exchanges. Subscriber further acknowledges and agrees that CDS’s Third-Party Information Providers have exclusive proprietary rights in their respective information and data. Subscriber shall attribute the source of Data as appropriate under all circumstances.
4. Payment. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges, or assessments imposed on Subscriber or CDS by any foreign or domestic national, state, provincial, or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of Data to Subscriber.
5. System. Subscriber acknowledges that CDS, in its sole discretion, may from time to time make modifications, additions, and/or deletions to the System or Data or any aspect of either. CDS does not endorse or approve any Vendor, Vendor’s Service, or equipment utilized by Vendor or Subscriber.
6. Limitation of Liability. CDS Indemnified Parties shall not be liable to Subscriber or to any other Person for any inaccurate or incomplete Data received from CDS or from Vendor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect, or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors, or omissions. This Section shall not relieve CDS, Vendor, Subscriber, or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims.
7. Disclaimer of Warranties. SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT CDS INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Third-Party Information Providers’ Limitation of Liability. CDS’s Third-Party Information Providers shall have no liability for any damages, whether direct or indirect, whether lost profits, indirect, special, or consequential damages of Subscriber or any other Person seeking relief through Subscriber relating to the accuracy of or delays or omissions in any Data provided by CDS’s Third-Party Information Providers, even if the Third-Party Information Providers have been advised of the possibility of such damages.
9. Claims and Losses. Subscriber agrees to indemnify and hold harmless CDS Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; or (b) any third-party actions related to Subscriber’s receipt and use of Data, whether authorized or unauthorized under this Agreement.
10. Termination. Subscriber acknowledges that CDS, when required to do so in fulfillment of statutory obligations or otherwise, may by notice to Vendor unilaterally limit or terminate the right of any or all Persons to receive or use Data, or any part thereof, and that Vendor shall immediately comply with any such notice. This Agreement may be terminated by Subscriber upon 30 days’ written notice to Vendor and by CDS upon 30 days’ written notice either to Vendor or Subscriber. In the event of Subscriber’s breach, CDS may terminate this Agreement upon not less than 3 days’ written notice to Subscriber.
11. Assignment. Neither Vendor nor Subscriber shall assign this Agreement in whole or in part without the prior written consent of CDS.
12. Severability. Each provision of this Agreement will be deemed to be effective and valid under applicable law. If any provision is determined to be invalid, void, or unenforceable, that determination will not affect the validity of the remaining provisions.
13. Entire Agreement; Amendment. This Agreement constitutes the complete and entire agreement of the parties with respect to its subject matter. CDS may modify any term of this Agreement upon 60 days’ written notice either to Vendor or Subscriber.
14. Governing Law; Venue. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Illinois, USA without giving effect to any choice or conflict of law provision or rule. Subscriber hereby submits to the jurisdiction of the state and federal courts located in the County of Cook in the State of Illinois for the resolution of any dispute arising under this Agreement.
15. Third-Party Beneficiary. Vendor and Subscriber hereby designate CDS and Third-Party Information Providers as third party beneficiaries of this Agreement, having the right to enforce any provision herein.
16. Certification. By executing my Brokerage Agreement with Ram, I, the “Subscriber,” certify that I fall within the definition of “Non-Professional Subscriber” and that the personal and employment information that I have provided to Ram in connection with my Investing Account is truthful and accurate. I further acknowledge that I have read the preceding terms and conditions of this Annex III, that I understand them, that I agree to and shall abide by such terms.
ANNEX IV:
OPTIONS PRICE REPORTING AUTHORITY
SUBSCRIBER AGREEMENT
This Subscriber Agreement (this “Agreement”) is an agreement between the undersigned (“Subscriber” or “you”) and Aries Financial, Inc. (“Vendor”).
The purpose of this Agreement is to establish the terms and conditions upon which you may receive from Vendor a market data service (the “Service”) providing access to information published by the Options Price Reporting Authority, LLC (“OPRA”). The information published by OPRA consists of current options last sale and quotation information and related information (“OPRA Data”). The OPRA Data is published by OPRA pursuant to a Plan declared effective by the Securities and Exchange Commission. The parties to this Plan (each, an “OPRA Participant”) are those national securities exchanges that are from time to time approved by the Securities and Exchange Commission for the trading of securities options. In reviewing and approving this Agreement, Vendor is authorized to act on behalf of OPRA. The person who acts from time to time as data processor on behalf of OPRA is referred to in this Agreement as “OPRA’s Processor.”
You hereby represent and agree as follows:
1. You shall receive the Service and the OPRA Data included therein solely for your own business or personal use, and you shall not retransmit or otherwise furnish the OPRA Data to any person other than your own employees on devices that are subject to the control of Vendor. If you are a Nonprofessional in accordance with the Addendum for Nonprofessionals, you are only permitted under this Agreement to use the OPRA Data for the investment activities described in the Addendum for Nonprofessionals.
2. You acknowledge that OPRA Data is and shall remain the property of the OPRA Participant on which a reported transaction took place or a reported quotation was entered.
3. DISCLAIMER OF LIABILITY – NEITHER VENDOR, OPRA, OPRA’S PROCESSOR NOR ANY OPRA PARTICIPANT GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF ANY OF THE OPRA DATA SUPPLIED TO YOU HEREUNDER AND NEITHER VENDOR, OPRA, OPRA’S PROCESSOR NOR ANY OPRA PARTICIPANT SHALL BE LIABLE IN ANY WAY, TO YOU OR TO ANY OTHER PERSON, FOR ANY LOSS, DAMAGES, COST OR EXPENSE WHICH MAY ARISE FROM ANY FAILURE OF PERFORMANCE BY VENDOR, OPRA, OPRA’S PROCESSOR OR ANY OPRA PARTICIPANT, OR FROM ANY DELAYS, INACCURACIES, ERRORS IN OR OMISSIONS OF, ANY OF THE OPRA DATA OR IN THE TRANSMISSION OR DELIVERY THEREOF, WHETHER OR NOT DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF VENDOR, OPRA, OPRA’S PROCESSOR OR ANY OPRA PARTICIPANT. IN NO EVENT SHALL VENDOR, OPRA, OPRA’S PROCESSOR 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 THE SERVICE.
4. Your receipt of the OPRA Data hereunder may be terminated at any time by you or by Vendor upon 30 days notice from the terminating party to the other party, and may be terminated immediately upon a determination by Vendor or OPRA that you are not in compliance with this Agreement.
5. Nothing herein shall be deemed to prevent or restrict OPRA, OPRA’s Processor or any OPRA Participant from discontinuing to furnish OPRA Data for dissemination or from making such changes in the speed of transmission, the characteristics of the electrical signals representing the OPRA Data or the manner of disseminating the same, as OPRA shall from time to time determine to be appropriate, with or without notice to you. You shall not hold OPRA, OPRA’s Processor, or any OPRA Participant liable for any resulting liability, loss or damage that may arise therefrom.
6. You agree to notify Vendor promptly of any changes in the information provided herein and to furnish Vendor any additional information requested by it in connection with your receipt of the OPRA Data.
7. The parties acknowledge and agree that this Agreement is for the express benefit of OPRA, OPRA’s Processor and each OPRA Participant.
8. The provisions of Sections 2, 3 and 7 survive any termination of this Agreement and remain in full force and effect.
ADDENDUM FOR NONPROFESSIONALS
The purpose of this Addendum is to determine whether you are a “Nonprofessional” for OPRA’s purposes. OPRA defines a “Nonprofessional” as a legal person for whom the statements set out in Section 1 of this Addendum are true.
1. You represent and agree that the following statements are and will continue to be true for so long as you receive OPRA Data as a Nonprofessional:
(a) You are either a “natural person” (an individual human being) or a “qualifying trust.”* You are not a corporation, partnership, limited liability company, or other form of entity (including any form of trust that does not qualify as a qualifying trust).
(b) If you are a natural person, you shall use the OPRA Data solely in connection with your personal investment activities and the personal investment activities of your immediate family members** and qualifying trusts of which you are the trustee or custodian. If you are a qualifying trust, you shall use the OPRA Data solely in connection with your personal investment activities. In any case, you shall not use the OPRA Data in connection with any trade, business, professional or other commercial activities.
(c) You are not a “Professional.” For a natural person who works in the United States, a “Professional” is a natural person who is: (i) registered or qualified with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange/association, or any commodities/futures contract market/association, (ii) engaged as an “investment adviser,” as that term is defined in the Investment Advisers Act of 1940 (whether or not registered or qualified under that Act); or (iii) employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require you to be so registered or qualified if you were to perform such functions for an organization not so exempt. For a natural person who works outside of the United States, a “Professional” is a natural person who performs the same functions as someone who would be considered a “Professional” in the United States.
2. You agree to notify Vendor promptly if your circumstances change such that any of the statements in Section 1 of this Addendum would no longer be true for you.
* The term “qualifying trust” means (a) any irrevocable or revocable trust (1) which has only one trustee, who is a natural person and is not receiving any compensation for acting as trustee and (2) of which the only current beneficiaries are any one or more of the trustee and the immediate family members of the trustee, and (b) any custodial account established under a Uniform Transfers to Minors Act or similar state statute (1) which has only one custodian, who is a natural person and is not receiving any compensation for acting as custodian, and (2) of which the beneficiary is a lineal descendant (a child, grandchild, etc.) of the custodian.
** The term “immediate family members” means, with reference to a particular natural person, the spouse of that person, that person’s lineal ancestors (that is, parents, grandparents, etc.) and lineal descendants (that is, children, grandchildren, etc.), and the spouses (including surviving spouses) of that person’s lineal ancestors and lineal descendants. The term includes step and adoptive relationships.
Certification. By executing my Brokerage Agreement with Ram, I, the “Subscriber,” certify that I fall within the definition of “Nonprofessional” and that the personal and employment information that I have provided to Ram in connection with my Investing Account is truthful and accurate. I further acknowledge that I have read the preceding terms and conditions of this Annex IV, that I understand them, that I agree to and shall abide by such terms.