END USER LICENSE AGREEMENT FOR OPTION TRADER’S ASSISTANT
June 10, 2021
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR WEB SITE AND OUR SOFTWARE AND SERVICES.
WELCOME to the Option Trader’s Assistant (“OTA”) web application available at and under the domain names OptionTradersAssistant.com (the “Software”), and other such other or successor domain names as Option Trader’s Assistant may make available operate, acquire or use from time to time (this “Site”). By complying with this User Terms of Service Agreement (this “Agreement”), we hope your online experience with us will be safe and rewarding. This Agreement sets forth the terms and conditions governing your use of this Site and your access to and use of the information, content and services offered on this Site (which, collectively with this Site, constitute the “Services”). By accessing or using this Site or any of the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time (as further described below), and agree to all operating rules and/or policies of Option Trader’s Assistant and the Services that may be published by Option Trader’s Assistant on this Site. All such rules and policies, including, without limitation,
Copyright Notice & Procedure and
are hereby incorporated into this Agreement by this reference.
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES.
1. GENERAL CONDITIONS TO USE OF THE SOFTWARE
1.1. Your use of the Software is for self-directed use only. The features, tools, and content provided through the Software are for informational and educational purposes only, are not an investment recommendation, and should not be relied upon in making the decision to buy or sell a security or pursue a particular investment strategy.
1.2. The Software is controlled, operated and administered by Option Trader’s Assistant from offices within the United States. We make no representation that materials or content available through the Software are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. If you access the Software from a location outside the United States, you are responsible for compliance with all local laws.
1.3. The Software may include or make available for use various features, functionality, information, and other content offered by us or third parties (collectively “Special Features”), including, without limitation: third party market information, content, or commentary, chat rooms, and other forums. We reserve the right to block your access to Special Features for regulatory or other legal reasons, in our sole discretion. If permitted to do so, your use of the Software and any Special Features is entirely optional and at your sole discretion.
1.4. We reserve the right to discontinue or suspend (permanently or temporarily) the Software or any Special Features, for any reason in our sole discretion, without prior notice to you. We also reserve the right to deny you access to the Software for violating the terms of this Agreement. Periodic updates to the Site are not guaranteed and we cannot guarantee that the Site will be up or fully operational at all times.
1.5. The Services are available only to individuals and legal entities that can form legally binding contracts under applicable law. By using any of the Services, you expressly represent that you have the capacity under applicable law to enter into a legally binding contract. You and Option Trader’s Assistant are independent contractors, and no agency, partnership, joint venture, or employee-employer/franchiser-franchisee relationship is intended or created by this Agreement.
1.6. If applicable, you will be able to access certain portions of this Site only as a registered user of the Services. As a registered user of the Services, you will receive or establish one password and account. Maintaining the confidentiality and security of your password and account is solely your responsibility. You are entirely responsible for all activities that occur on or through your account(s). You agree that Option Trader’s Assistant will not be responsible for any losses incurred in connection with any misuse of passwords. Notify Option Trader’s Assistant immediately if your password has been stolen or its security has been otherwise compromised.
1.8. This Agreement may be periodically updated at any time. If we make a change to this Agreement that, in our sole discretion, is material, we will notify you by providing notice of the change through the Software. By continuing to use the Software, you demonstrate your agreement to any changes or amendments to this Agreement.
2. RELATIONSHIP TO OTHER AGREEMENTS OR DOCUMENTS
2.2. In order to use the Services, you must have a brokerage or other client account with a supported broker, and the terms of your broker’s client agreement cover all account and trading related matters and activities governed by the client agreement. If there is any conflict between this Agreement and your client agreement with your broker, the terms of your client agreement will govern.
2.3. Any disputes related to your brokerage client account(s), or arising out of trading activities, are governed by your client agreement with your brokerage. All other disputes related to this Agreement or the Software, including without limitation any intellectual property dispute, shall be subject to the following: (a) this Agreement and its interpretation shall be governed by the laws of the State of Virginia without giving effect to principles of conflict of laws; (b) you consent to jurisdiction in the State of Virginia and agree that the courts within Virginia shall have exclusive jurisdiction over any issue regarding this Agreement (excluding any disputes governed by your broker’s client agreement); and (c) THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT.
2.4. If there is any conflict between this Agreement and any help text, email, chat discussion, user manual or other documentation relating to the Software, this Agreement will govern, whether such other documentation is prior to or subsequent to this Agreement.
2.5. The use of Special Features may be subject to other terms and conditions, available in the Support Center, which terms are expressly hereby incorporated into this Agreement by reference. By using any Special Features, you agree to abide by the terms and conditions that apply to such Special Features.
3. LIMITED LICENSE TO USE THE SOFTWARE
3.1. We own all right, title and interest in and to the Software and associated application programming interfaces and user documentation and reference documentation, including the source and object code, as well as all content related to the Software on the Support Center website, and any derivative works and enhancements thereof developed by or on behalf of us. We protect our rights, title and interest to the fullest extent of any and all applicable law(s), and reserve all rights not expressly granted to you in this Agreement.
3.2. Subject to your compliance with the terms of this Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software on your own computing devices for your personal, non-commercial use. No other use of the Software is permitted without our prior written consent.
3.3. You may not use, copy, alter, adapt, modify, reproduce, display, distribute, transmit, broadcast, sell, license, publish, rent, lease, sublicense, transfer, translate, reverse engineer, decompile, disassemble, create derivative works based on, or otherwise exploit the Software for any purpose whatsoever. You may not republish the Software, or incorporate the Software, or any portion of it, in any database, compilation, archive or cache. You may not copy, alter, adapt, modify, reproduce, display, or distribute any of the Software content or any data extracted using the Software to others, whether or not for payment or other consideration, without our express prior written consent. You may not remove, alter or obscure any trademark, copyright, legal or proprietary notice in or on any portion of the Software. You may not circumvent, disable or otherwise interfere with security related features of the Software or features that prevent or restrict use or copying of the Software or enforce limitations on use of the Software. You may not monetize any portion of the Software or use it for any commercial or non-personal purpose. You may not engage in any data mining of personal information. You may not use the Software to do anything designed to disrupt, damage or limit the functioning of the Software or any other software, hardware or system of Option Trader’s Assistant. You may not use the Software with any software or program that may contain viruses, Trojan horses, worms, time bombs, bots or any other computer code or files that are designed to disrupt, damage or limit the functioning of the Software. You may not use the Software in any way that results in or reasonably could result in any security or data breach with respect to us, or any of our affiliates, or a violation of any applicable law or regulation. And you may not allow or assist any third party (whether or not for your benefit) to do anything that would violate the terms of this Agreement. Notwithstanding the above, the terms of this Agreement should not be read to prohibit rights granted by licenses that control the open source components included with the Software. A list of open source components and their associated licenses is contained in the NOTICE file, provided with the Software.
3.4. Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. Neither OTA nor the Third Party Providers have undertaken any duty to update any such information.
3.5. OTA does not prepare, edit, or endorse Third Party Content. OTA does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products or other materials on or available from Third Party sites.
You will not hold OTA and/or any Third Party Provider liable in any way for
(A) any inaccuracy of, error, or omission of the Content; or
(B) any loss or damage arising from or occasioned by
1) any error or delay in the transmission of such Content;
2) interruption in any such Content due either to any negligent act or omission by any party to any unforeseeable circumstances (e.g., flood, extraordinary weather conditions, earthquake, fire, war, insurrection, riot, labor dispute, action of government, communications or power failure, equipment or software malfunction);
3) to any other cause beyond the reasonable control of OTA and/or Third Party Provider; or
3.6. Price quotes and other market data displayed on the Service are provided by your broker, a Third Party Provider, and must be licensed by you from your broker under a separate agreement. Neither OTA nor the Third Party Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither OTA nor the Third Party providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
3.7. Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without OTA’s express prior written consent.
4.1. You acknowledge and agree that OTA reserves the right to charge a fee for any portion of the Services. OTA will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account and/or Subscription in the event you do not wish to pay the modified fee. If you continue to use the Services after a fee has been imposed or increased, you are expressly agreeing to the fee or increase thereto, and you will be responsible for paying such fee for the balance of your Subscription or use of the Services.
4.2. If you subscribe to a paid Service or purchase a product made available through the Services, (each such purchase, a “Transaction“), you will be asked to provide certain information to complete such purchase, which may include your credit card number, the expiration date of your credit card, billing address, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. You further agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred including all shipping and handling charges and applicable taxes. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
4.3. You are responsible for any taxes that may be applicable to your Transactions. We may be required by law to collect sales or other taxes on orders shipped to certain jurisdictions and if your order is shipping to these jurisdictions, the appropriate charges will be added to your merchandise total and displayed on your final order confirmation. We reserve the right to collect such taxes in any other jurisdictions if we believe that such collection is required by law.
4.4 The prices displayed on the Services are quoted in U.S. dollars, unless otherwise indicated. All orders placed through the Services are subject to our acceptance and we may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else.
4.5 Subscriptions: You may purchase a subscription to access the software and, optionally, education packages that may be offered from time to time by our education partners, for your choice of a monthly or annual term. You can subscribe to the OTA software and education packages separately, and you can choose monthly or annual subscriptions in any combination.
4.5.1 Monthly Subscription: Your subscription begins as soon as your initial payment is processed, and runs until the end of the following month. Your subscription will automatically renew each month without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) the then-current rate for your plan and optional education packages, plus applicable taxes, every month until you cancel.
4.5.1 Annual Subscription: Your subscription begins as soon as your initial payment is processed, and runs until the end of the month one year after the following month. Your subscription will automatically renew each year without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) the then-current rate for your plan and optional education packages, plus applicable taxes, every year until you cancel.
4.5.3 We may change your plan’s rate each renewal term, and we will notify you of any rate change with the option to cancel. If the applicable tax rate changes during your subscription term, we will accordingly adjust the tax-inclusive price for your plan on your next billing date.
4.5.4 If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription and block your access to the software. You can edit your payment information any time in your OTA Payment Methods page.
4.6 Trials: We may provide you with access to the software for free during a trial period. Once the period for the trial expires you will no longer have access to the software unless you purchase a paid subscription.
4.7 Upgrades and Downgrades: You can upgrade or down-grade your subscription at any time. To upgrade, you must pay the amount of the difference between your current subscription and the one to which you are upgrading, pro-rated to the end of your current subscription term (monthly or annual). We will provide you with upgraded access to the software immediately upon successful completion of your payment, and your next automatic billing will be at the then-current rate for the upgraded subscription. If you choose to down-grade your subscription, you will retain access to your current subscription level for the remainder of the current term (monthly or annual). Once your current subscription term expires, we will provide you with access to the features of your chosen down-graded subscription level upon the successful completion of your payment of the then-current subscription amount, plus any Applicable Taxes, as described above. When that happens, you will only have access to the down-graded subscription level and will no longer have access to the features of your former subscription level.
4.8 Cancellation: You can cancel your subscription at any time via your OTA Subscriptions page or by contacting Customer Support. You acknowledge and agree that Your payment is non-refundable, and your service will continue until the end of your monthly or annual billing period.
4.9 Refund Policy: Your subscription purchase is final and non-refundable; We will not issue you any refund, including partial, pro-rated, or otherwise unless required to do so by law.
4.10 Disputes: You have ninety (90) days to dispute any charge or payment we process. If you have a question concerning a charge you believe is incorrect, please call us at (667) 678-4667. We each agree to work together in good faith to resolve any billing disputes. If you initiate a chargeback, there may be a minimum charge of $75.00 plus applicable taxes to reactivate your account and we reserve the right to suspend your account until the dispute is resolved. Membership subscriptions that have an open dispute may be disabled for security purposes.
5. EXPORT CONTROL
5.1. The Software may be subject to United States export controls. The Software may not be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. You are responsible for compliance with the laws of your local jurisdiction regarding import or export of the Software.
5.2. You will comply fully with all applicable export and import sanction laws, rules, and regulations of the United States and all other relevant jurisdictions (“Export/Import Laws”), including ensuring that neither our intellectual property nor any direct product thereof nor any intellectual property of a third party is: (a) exported or imported, directly or indirectly, in violation of the Export/Import Laws; (b) disclosed to any non-U.S. national in the United States in violation of the Export/Import Laws (e.g., unauthorized “deemed exports”); or (c) intended to be used for any purposes prohibited by the Export/Import Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
5.3. You will indemnify, defend, and hold us harmless from and against any claims, demands, fines, sanctions, damages, or costs arising out of your violation of this Section 5.
6. WARRANTY DISCLAIMER
6.1. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
6.2. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE.
7. LIMITATION OF LIABILITY; INDEMNIFICATION
7.1. We will use reasonable efforts to ensure that no viruses or programs with similar functions operate on, or are passed through the Software. However, you assume all responsibility (and hold us harmless) for detecting and eradicating any virus or program with similar functions on your computer equipment, by whatever means you deem most appropriate for your needs.
7.2. Any delays in or failure of performance by us or any of our licensors, service providers or service sponsors (including its and their officers, directors, employees, affiliates, agents, representatives and subcontractors) will not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond our control, including but not limited to acts of governmental authority, weather, fire, floods, explosions, acts of God, strikes or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. We have no responsibility to provide you access to the Software while interruption of the Software due to any such or similar cause continues.
7.3. You are responsible for providing and maintaining any personal computer, internet access, telephone connection, data connection, and any other equipment or connection necessary to access the Software, and the costs of any such equipment and/or connections or use, including any applicable taxes, will be borne solely by you. You are responsible for operating your own equipment and for familiarity with the information used with or available through the Software. Neither we nor any of our affiliates or licensors will have any responsibility to provide you with alternate access to the Software if your access is interrupted due to a breakdown or failure of your equipment.
7.4. NEITHER WE NOR ANY OF OUR AFFILIATES (OR OUR OR THEIR OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS) WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, LIABILITY, COST OR EXPENSE SUFFERED OR INCURRED IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR ITS CONTENTS.
7.5. YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS OPTION TRADER’S ASSISTANT (INCLUDING ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) FROM AND AGAINST ANY THIRD PARTY CLAIMS, DEMANDS, FINES, SANCTIONS, DAMAGES, OR COSTS ARISING FROM YOUR ACCESS TO AND YOUR USE OF THE SOFTWARE OR CONTENT OR YOUR VIOLATION OF THIS AGREEMENT.
8. OPTIONS TRADING LEGAL NOTICE & DISCLAIMERS
8.1. OTA does not give professional advice. OTA is not in the business of providing legal, financial, investment, accounting, tax, or other professional services or advice. It only provides access to software tools. Consult the services of a competent professional when you need this type of assistance.
8.2. There can be significant risk of losses in trading securities and options. You must consider all relevant risk elements including their individual financial circumstances prior to trading. Options involve risks and are not suitable for every investor. Prior to buying or selling an option, an investor must receive a copy of Characteristics and Risks of Standardized Options (also known as the “ODD”), together with a November 2012 Supplement to Characteristics and Risks of Standardized Options, which provide information relating to options on indexes and the adjustment of stock option contracts. Please read the ODD. Copies may be obtained from your broker, one of the exchanges, or the Options Clearing Corporation at http://www.theocc.com/about/publications/character-risks.jsp.
8.3. OTA does not guarantee in writing or verbally that material on this website or that taught in the videos or written material contained in the associated files that accompany the videos will result in a profit. Investors need a broker to trade options, and must meet suitability requirements. Stock/Index/ETF and option symbols and price data shown are for illustrative purposes only. Historical results do not indicate future performance
8.4. For ease of simplicity, all examples used on this website and in the videos exclude commissions, interest and dividend and other transaction fees, tax considerations, or margin requirements, which are factors that may significantly affect the economic consequences of trades illustrated. Please contact a tax advisor for the tax implications involved with trading specific spread types.
8.5. The information and data contained in the Services was obtained from sources believed to be reliable, but accuracy is not guaranteed. Neither the information, nor any opinion expressed, constitutes a recommendation to purchase or sell a security, or to provide investment advice.
8.6. The information and materials contained on this website is provided for educational purposes and general informational purposes only. These materials are not a substitute for obtaining professional advice from a qualified person, firm or corporation. Consult the appropriate professional advisor for more complete and current information. OTA is not engaged in rendering any legal or professional services by placing these general informational materials on this website.
8.7. OTA makes no representations or warranties about the accuracy or completeness of the information contained on this website. Any links provided to other server sites are offered as a matter of convenience and in no way are meant to imply that OTA endorses, sponsors, promotes or is affiliated with the owners of or participants in those sites, or endorses any information contained on those sites, unless expressly stated.
9.1. You can terminate this Agreement and the rights and license granted to you hereunder any time without notice to us.
9.2. We reserve the right, without liability or prior notice, to immediately terminate or suspend your Software user account or access to the Software for any reason in our sole discretion. Termination of your access includes, without limitation: (a) removal of access to all pages within the Software; (b) deletion of your password and all related information, files and materials associated with or inside your Software user account (or any part thereof); and (c) barring of further use of the Software. You agree that we will not be liable to you or any third party for any termination of your Software user account, any associated email address, or access to the Software.
9.3. Upon termination of this Agreement, all rights and licenses granted to you will automatically terminate and immediately revert to us and/or our affiliates or licensors (as applicable). Upon termination, you must discontinue accessing and using the Software.
9.4. THE PROVISIONS CONTAINED IN SECTIONS 2 (RELATIONSHIP TO OTHER AGREEMENTS OR DOCUMENTS) AND 6 (LIMITATION OF LIABILITY; INDEMNIFICATION) WILL SURVIVE TERMINATION OF THIS AGREEMENT.
10.1. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court may reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, to delete such provision); and, as so reformed or modified, fully enforce this Agreement.
10.2. This Agreement, and any rights and licenses granted hereunder, may not be assigned, transferred, delegated, or sublicensed by you, but may be assigned, transferred, delegated, and sublicensed by us without restriction.
10.3. Except with respect to violations of Option Trader’s Assistant’s intellectual property or proprietary rights, and except with respect to suits brought against Option Trader’s Assistant by third parties, you acknowledge and agree that Option Trader’s Assistant, in its sole discretion, may elect to have any dispute involving Option Trader’s Assistant settled by arbitration in the State of Virginia in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. You agree that Option Trader’s Assistant may seek interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of Option Trader’s Assistant pending the completion of arbitration.
10.4. No delay or failure to take action under such terms and conditions will constitute a waiver by Option Trader’s Assistant. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the court shall endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal effect. Any cause of action brought against Option Trader’s Assistant arising out of this Agreement or the Services must commence within one (1) year after the cause of action arose.