Subscriber Agreement

This SUBSCRIBER AGREEMENT (the “Agreement”) is made by and between CREDIT SPREAD CHEAT SHEET, LLC, an Ohio Limited Liability Company (“CSCS”) and you (the “Subscriber”).

RECITALS

WHEREAS, Subscriber has capital available and desires to invest such capital in speculative investments such as securities, stocks, options, financial, and economic indices and items which are now, or may hereafter be, the subject of stock and options trading (collectively, “Trading Vehicles”);
WHEREAS, CSCS publishes newsletters (the “Newsletters”) and trading alerts (the “Alerts”) (collectively, the “Services”) which provide information regarding trading in options and other securities;
WHEREAS, Subscriber subscribes to one or more of the Newsletters and/or Alerts;
WHEREAS, certain participating brokers may have agreed to automatically execute trades discussed in any Alerts on behalf of those CSCS subscribers who (a) maintain an account with the broker and (b) agree to have their account auto traded by the broker (‘Auto Trading Subscriber’);
WHEREAS, other CSCS subscribers may elect instead to not have the Alerts auto traded but trade those alerts themselves directly in a personal brokerage account (‘Non-Auto Trading Subscriber’); and
WHEREAS, Subscriber agrees that whether they be an Auto Trading Subscriber or Non-Auto Trading Subscriber, all trades consequent upon Alerts issued by CSCS, will be made pursuant to the terms and conditions set forth herein and pursuant to the terms and conditions of any agreement between Subscriber and Subscriber’s broker;

THE AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto do hereby agree as follows:

  1. Subscriber Disclosure of Certain Affiliations

    Except as shall otherwise be agreed between CSCS and Subscriber in writing beforehand, Subscriber hereby agrees that Subscriber does not own, operate, work for in any capacity, and is not affiliated in any way with any other person or entity that is a direct or indirect competitor or potential competitor of CSCS. For purposes of this Agreement, competitors of CSCS include but are not limited to persons or entities who publish information regarding trading in options and other securities, are engaged in the practice of recommending certain trades and/or investments, or issue newsletters or alerts concerning trading in options or other securities. Should Subscriber become affiliated with any such competitor subsequent to the execution of this Agreement, Subscriber shall have a material duty to disclose such affiliation to CSCS within a reasonable time following the creation of the affiliation; failure to so disclose shall constitute a material breach of this Agreement.

    Subscriber also hereby agrees that Subscriber does not own, operate, work for in any capacity, and is not affiliated in any way with any prop trading firm, hedge fund, mutual fund, asset management firm, private equity firm, or any similar institution. Should Subscriber become affiliated with any such institution subsequent to the execution of this Agreement, Subscriber shall have a material duty to disclose such affiliation to CSCS within a reasonable time following the creation of the affiliation; failure to so disclose shall constitute a material breach of this Agreement.

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  3. Auto Trading Subscriber’s Accounts

    A Subscriber who is an Auto Trading Subscriber shall open or maintain one or more brokerage account(s) (the “Account(s)”) at an options broker (the “Broker”) that has agreed to receive and execute the Alerts generated by CSCS to which Subscriber subscribes. The initial deposit, all subsequent deposits to and withdrawals from the Account(s) and all transactions effected in the Account(s) shall be subject to this Agreement.
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  5. CSCS Is Not Registered

    CSCS represents and Subscriber acknowledges that CSCS is currently not registered as an investment advisor with the Securities and Exchange Commission and is not registered with any state securities commission. 

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  7. Provision of Trade Signals Service

    CSCS notifies subscribers of Alerts via email, under which Alerts to buy or sell options and other trading vehicles are initiated by CSCS and sent by email to Subscribers email address and in the case of Auto Trading Subscribers, simultaneously to Subscriber’s Broker. In the case of Auto Trading Subscribers, Subscriber’s Broker may have standing instructions from Subscriber to execute the Alerts immediately upon receipt from CSCS and without prior approval from Subscriber. 

    Subscriber also agrees to instruct the Broker to create auto trading allocation adjustments according to CSCS’s recommendations. However, the execution of auto trading adjustments by the Broker is regulated by the agreement between the Subscriber and the Broker, and is not a part of this Agreement.

    Non-Auto Trading Subscribers execute Alerts at their own discretion. 

    All Alerts are sent to Subscribers for information and educational purposes only and implementation of such Alerts is determined by Subscriber on the basis of their own financial needs and goals and as determined after independent advice from a registered financial advisor.

    Without limiting the effect any other exemption contained in this agreement, CSCS is not liable for loss caused by use of the Alerts, including but not limited to losses consequent upon the content of the Alert itself, or the execution of the Alert or adjustments of the same made by Subscriber or by Subscribers’ broker.

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  9. Acknowledgement of Risks Associated with Options Trading

    Without limiting the effect of any other risk disclosure agreement entered into between CSCS and Subscriber, Subscriber is aware of the speculative nature and the high risks associated with options trading, which makes such trading suitable only for a person who can sustain substantial losses. Subscriber hereby represents to CSCS that Subscriber is willing and able, financially and otherwise, to assume the risks of options trading. Subscriber also acknowledges that no “safe” trading system has ever been devised, and that no one can guarantee profits or freedom from loss in options trading. CSCS, therefore, cannot and does not imply or guarantee that Subscriber will make a profit and it is expressly agreed that CSCS will not be held responsible for trading losses in the Account(s). Subscriber acknowledges that it does not assume that any recommendations made by CSCS in the future will be profitable or that future recommendations will generate the same or better returns that CSCS’s trading strategies have generated in the past.

    Subscriber hereby acknowledges that he/she/it has received, read and understood, and carefully considered the risks outlined in the Characteristics & Risks of Standardized Options, also known as the Options Disclosure Document (ODD) and the December 2009 ODD Definitive Supplement, issued by the Options Clearing Corporation. (available at http://www.theocc.com/components/docs/riskstoc.pdf, http://www.theocc.com/components/docs/December_2009_ODD_Definitive_Supplement.pdf).

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  11. Suitability Representations of Subscriber

    In accordance with SEC Rule 204-3 the Subscriber, if an individual, hereby represents to CSCS that Subscriber is of full legal age in the jurisdiction in which Subscriber resides and is legally competent to execute and deliver this Agreement and to purchase, sell, trade, and own Trading Vehicles as contemplated by this Agreement. Subscriber, if a corporation, partnership, trust or other entity or association, hereby represents to CSCS that Subscriber has full power and authority to execute and deliver this Agreement and to purchase, sell, trade and own Trading Vehicles as contemplated by this Agreement and the individual executing and delivering this Agreement for and on behalf of Subscriber is of full legal age in the jurisdiction in which such individual resides and is legally competent and has full power and authority to do so on behalf of Subscriber and its stockholders, partners or beneficiaries.

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  13. No Guarantee by CSCS

    Subscriber hereby understands and acknowledges that CSCS makes no guarantee as to the performance of any Trading Vehicles or the suitability of any Trading Vehicles for Subscriber. Subscriber hereby agrees that CSCS, its employees, affiliates or agents shall not be liable to Subscriber or any other party for any act or omission in the course of or in connection with the rendering of its services hereunder, except for acts or omissions by CSCS or its employees, affiliates or agents which constitute gross negligence, willful misconduct or fraud.

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  15. Indemnification

    Subscriber shall indemnify CSCS, its principals and employees for all liability, including attorney’s fees, incurred in the performance of the services required by this Agreement, provided that there has been no judicial determination that such liability was the result of gross negligence, willful misconduct or fraud on the part of CSCS.

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  17. Additions To and Withdrawals from the Account 

    Subscriber may add to or withdraw from the cash balance of the Account at any time at the discretion of Subscriber. Subscriber recognizes that the potential profitability of the Account depends upon the uninterrupted investment of capital and that withdrawals from the Account could materially and adversely affect the potential profitability of the Account.

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  19. Responsibilities of the Broker and the Subscriber

    In the case of an Auto Trading Subscriber, the Subscriber recognizes that CSCS will transmit Alerts on Subscriber’s behalf to the Broker, but will not execute the trades indicated by the Alerts. CSCS’s responsibilities with respect to any of Subscriber’s transactions shall be fulfilled at the time that an Alert has been sent for transmission to the Broker. CSCS shall not be responsible for any acts, omissions or errors of the Broker in executing such Alerts. The Broker will be responsible for furnishing Subscriber with confirmations of all transactions executed in the Account(s), monthly statements showing information concerning trading activities in the Account(s) and other account statements customarily furnished by the Broker to its customers. The furnishing of such reports shall be the sole responsibility of the Broker and Subscriber recognizes that CSCS is not required to furnish such reports to Subscriber. Subscriber authorizes the Broker to forward to CSCS copies of any confirmations, statements or reports sent by the Broker to Subscriber. Subscriber understands that the Broker, rather than CSCS, will have full custody of Subscriber’s funds and that Subscriber will be required to pay brokerage commissions to the Broker.

    Non-Auto Trading Subscribers bear responsibility for all account activity including but not limited to the execution of Alerts. CSCS does not guarantee or provide warranty for gains and shall not be liable for any losses, including but not limited to losses caused by errors in the execution of Alerts or losses caused by email delays, market movement, data entry, and other technological issues.

    In the case of both Auto Trading and Non-Auto Trading Subscribers implementation of these Alerts which are provided for educational purposes, is the responsibility of the subscriber and is made at their sole discretion.

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  21. License of Services; Intellectual Property Rights of CSCS 

    CSCS hereby grants Subscriber a limited, nonexclusive, nontransferable license to use the Services to effect transactions in the Account(s) in accordance with the terms set forth herein. Subscriber shall not, nor shall it permit others to: (a) use the Services to make investment decisions in any accounts other than the Account(s) disclosed to CSCS, or otherwise outside of the context set forth herein or for purposes other than those set forth herein; (b) download, copy, recreate, disassemble, modify, translate, reverse engineer or decompile the Services; or (c) assign, sell, sublicense, lease, or otherwise transfer Subscriber’s right to use the Services as set forth herein. All title and rights of ownership in the Services, as well as enhancements, modifications, derivative works or changes made to the Services by CSCS, remain with CSCS and are protected by trademark, copyright, patent and/or trade secret laws. Subscriber agrees to take all reasonable steps necessary to protect CSCS’s proprietary rights in the Services. In the event Subscriber violates the terms of this license, Subscriber shall be liable to CSCS for any fees that CSCS would have earned with respect to such unauthorized use.

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  23. Amendments and Modifications 

    CSCS reserves the right to amend all or any part of the terms of this Agreement upon written notice to Subscriber. In the event of an amendment proposed by CSCS, the amendment will be effective ten (10) days after notice of the proposed amendment is issued to Subscriber. In the event Subscriber objects to a proposed amendment, Subscriber’s sole remedy shall be to terminate this Agreement pursuant to Section 13 of this Agreement. If Subscriber fails to terminate this Agreement pursuant to Section 13, the proposed amendment shall be binding on Subscriber.

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  25. Termination

    Either party may terminate this Agreement at any time upon written notice to the other party. Any termination shall be effective on the date written notice of termination is received by the other party. If either party terminates this Agreement, CSCS shall be paid the subscription fee(s) as if the termination date were Subscriber’s subscription term. When this Agreement is terminated by either party, Subscriber shall be liable for all costs, expenses and losses incurred in liquidating open positions upon termination.

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  27. Provision of Trade Signals by CSCS; Trading by CSCS for its Own Account(s) 

    The services rendered by CSCS hereunder are not exclusive. Subscriber acknowledges that CSCS presently engages with other subscriber accounts as well and intends to do so in the future. CSCS reserves the right to charge different fees from those described herein for other Subscribers for which it provides services. CSCS and its principal(s) may also trade Alerts for their own account(s).

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  29. Confidentiality 

    Subscriber understands that the trading method employed by CSCS is proprietary and that the Alerts provided hereunder by CSCS are for the exclusive use of Subscriber. Subscriber agrees not to disclose any of CSCS’s trading Alerts, Newsletters, information or analysis to any third party without CSCS’s prior written consent. Subscriber agrees to treat all communication related to the Account(s) as confidential. CSCS acknowledges that any financial information that CSCS obtains about Subscriber is confidential, including any statements for Account(s) subject to this Agreement. CSCS agrees not to disclose any of Subscriber’s confidential information to any third party without Subscriber’s prior written consent. CSCS agrees to treat all communication related to the Account(s) as confidential. The parties agree that confidential information does not include any information which (i) is generally available to the public other than as a result of a breach of this Agreement, (ii) is already lawfully known, free of restrictions, by the other party at the time of its receipt; (iii) becomes available to the other party from a third party which is not under an obligation of confidence with respect to such information; or (iv) is known or developed independently of the disclosure by the other party. If a party becomes legally compelled to disclose any confidential information of the other party, the first party shall promptly notify the other party of such requirements so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the party whose confidential information is at issue waives compliance with the provisions hereof, the first party agrees that only that portion of the confidential information which it is legally required to disclose will be disclosed, and agrees to exercise best efforts to obtain assurance that the confidential information will be treated confidentially upon disclosure.

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  31. Disclaimer of Warranties

    EXCEPT AS SET FORTH THE ABOVE, CSCS MAKES NO FURTHER WARRANTIES TO SUBSCRIBER, WHETHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.

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  33. Terms of Use

    Subscriber hereby acknowledges that Subscriber has read, understood and agrees to be bound by the “Terms of Use” (the “TOU”) published on CSCS’s website at Terms and conditions (the “Website”) and incorporated herein by reference, as may be amended from time to time, including any changes to the TOU that are published on the Website after the date of this Agreement. Subscriber hereby acknowledges and understands that Subscriber’s right to use the Services shall be subject at all times to the provisions set forth in the TOU. Further, Subscriber hereby acknowledges and agrees that in the event Subscriber ever withdraws Subscriber’s consent to be bound by the TOU, then this Agreement and all rights of Subscriber hereunder shall immediately terminate.

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  35. Assignment 

    This Agreement shall not be assignable by either party without the written consent of the other party. 

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  37. Governing Law

    This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of Nevada, without giving effect to conflicts of laws principles. The Company and the Contractor each agree to the exclusive jurisdiction of any state or federal court within the County of Clark, State of Nevada, with respect to any claim or cause of action arising under or relating to this Agreement. The parties each waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder. 

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  39. Section Headings 

    The section headings in this Agreement are for convenience only and shall not be deemed to interpret or modify the provisions of this Agreement.

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  41. Entire Agreement 

    Subject to clause 17 regarding Terms of Use, and any other agreements referenced in the Terms of Use, this Agreement contains the entire understandings between CSCS and Subscriber with respect to the services provided by CSCS to Subscriber; is intended to be a complete and exclusive expression of the parties’ agreement; and supersedes any other agreements or understandings of the parties with respect to the matters discussed herein. 

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  43. Notices

    Any notices required to be given shall be in writing and sent by both email and certified or registered mail to Credit Spread Cheat Sheet, LLC 947 East Johnstown Road, Suite 156, Gahanna, OH 43230, and to Subscriber at the address on file. Either party may change its address by giving notice in writing to the other party stating the new address. Commencing on the tenth (10th) day after the giving of such notice, such newly designated address shall be the party’s address for the purpose of all notices or communications required or permitted to be given pursuant to this Agreement.

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  45. Severability 

    The provisions of this Agreement are severable, and if one or more provisions is determined to be illegal or otherwise unenforceable, in full or in part, the validity of the remaining provisions, including any partially unenforceable provisions to the extent enforceable in any jurisdiction, shall not be affected in any respect whatsoever. 

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  47. Counterparts 

    This Agreement and any amendments hereto may be executed in any number of counterparts, either by the parties hereto and their successors, or their duly authorized attorneys in fact, with the same effect as if all parties had signed the same document. All counterparts shall be construed as and shall constitute one and the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by telecopy or by email with a PDF attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

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  49. Joint Undertaking 

    If more than one person is entering into this Agreement as Subscriber, each undertaking herein shall be a joint and several undertaking of all such persons, and the foregoing grant of authority to CSCS shall be a joint and several grant by all such persons. Actions of any one Subscriber pursuant to this Agreement shall bind all such Subscribers.

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Address: Credit Spread Cheat Sheet, LLC 947 East Johnstown Road, Suite 156, Gahanna, OH 43230

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