OPRA Subscriber Agreement (Version v5)

OPTIONS PRICE REPORTING AUTHORITY
ELECTRONIC FORM OF SUBSCRIBER AGREEMENT

IMPORTANT NOTICE: THIS SUBSCRIBER AGREEMENT (THIS "AGREEMENT") IS AN
AGREEMENT BETWEEN YOU AND HEDG3 AI INC DBA HEDG3 FOR YOU TO RECEIVE
INFORMATION PUBLISHED BY THE OPTIONS PRICE REPORTING AUTHORITY, LLC
("OPRA"). PLEASE READ THIS AGREEMENT CAREFULLY. AFTER YOU HAVE READ THIS
AGREEMENT, PLEASE INDICATE YOUR AGREEMENT TO BE BOUND BY ITS TERMS AND
CONDITIONS BY CLICKING ON THE "I AGREE" BUTTON AT THE END. IF YOU DO NOT
AGREE TO THESE TERMS AND CONDITIONS, YOU WILL BE UNABLE TO RECEIVE THE
INFORMATION.

By completing and submitting this Agreement, you are applying to receive from
Hedg3 AI Inc DBA Hedg3, 42 Broadway, Suite 12-634, New York, NY 10004, [email protected] ("Vendor") a market data
service (the "Service") providing access to current options last sale and
quotation information and related information ("OPRA Data") 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 herein as "OPRA's Processor."

By completing and submitting this Agreement and clicking on the "I agree"
button at the end of this Agreement, you are consenting to enter into this
Agreement in electronic form. You have the right to withdraw your consent by
terminating this Agreement and your receipt of the OPRA Data. Your right to
terminate this Agreement and your receipt of the OPRA Data, and the procedure
you must follow to do so, are described in paragraph 6 below. If any
information needed to contact you electronically changes, the procedure for
notifying Vendor is described in paragraph 11 below. If you wish to have a
copy of this Agreement in paper form and you are unable to print a copy on
your own computer system, Vendor will provide you with a paper copy at no
charge upon its receipt of your request transmitted as described in paragraph
11. You may access a copy of this Agreement electronically at no charge, if
your access to OPRA Data is from a device capable of receiving text, by
opening Settings > Legal > OPRA Subscriber Agreement in the hedg3 web or mobile application, or by visiting https://hedg3.ai/disclosures/opra-subscriber-agreement.

This Agreement includes an "Addendum for Nonprofessionals." The term
"Nonprofessional" is defined in the Addendum. The purpose of the Addendum is
to determine whether you are a Nonprofessional under this definition. If you
are a Nonprofessional under this definition, OPRA's charges to Vendor for your
use of the OPRA Data are subject to a cap, and you may be entitled to pay
lower fees to Vendor. You do not need to complete the Addendum, but if you do
not do so, or if you cannot agree with all of the statements in the Addendum,
OPRA will not consider you to be a Nonprofessional.

You hereby represent and agree as follows:

1. Your full name and address are: [as provided by you in the fields shown
   with this Agreement]

2. 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 and have completed 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.

3. 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.

4. 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.

5. The terms of this Agreement may be modified at any time upon notice to you.
   If you do not assent to this Agreement as modified at or prior to the time
   you next attempt to access the Service, this Agreement shall automatically
   be terminated. This Agreement as modified shall apply to your use of the
   Service from and after the date of the modification.

6. 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.

7. 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.

8. 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.

9. The parties acknowledge and agree that this Agreement is for the express
   benefit of OPRA, OPRA's Processor and each OPRA Participant.

10. The provisions of Sections 3, 4 and 9 will survive any termination of this
    Agreement and will remain in full force and effect.

11. All notices under this Agreement may be provided either in writing or
    electronically. All written notices to Vendor shall be sent to the
    Vendor's street address set forth above and all such notices to you shall
    be sent to the street address that you provide in paragraph 1. All
    electronic notices to Vendor shall be sent to Vendor's email address set
    forth above and all such notices to you shall be provided to you where you
    access the OPRA Data electronically.

IF YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH ABOVE, PLEASE TYPE IN YOUR
NAME AND ADDRESS IN THE SPACES PROVIDED ABOVE AND CLICK ON THE "I AGREE"
BUTTON BELOW. By clicking on the "I AGREE" button below and typing in your
name as indicated above, you agree that:

   i) you have read and you understand all of the terms and conditions set
      forth above; and

   ii) you intend to form a legally binding and valid contract under which you
       will be bound by all of the terms and conditions set forth above.


ADDENDUM FOR NONPROFESSIONALS
(To be completed by Nonprofessional Subscribers only)

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. A "current
beneficiary" is a beneficiary to whom the current income or principal of the
trust may or must then be distributed, ignoring the possible exercise of any
then unexercised power of appointment. The term "immediate family members" is
defined in the footnote to paragraph 1(b) of this Addendum.

** 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.

12/2014