Option Sanity™, Inc. (“Option Sanity™”) provides a stock allocation system more fully described on the Option Sanity™ website (the “Service”) that privides fairness and transparency to the stock allocation process while maintaining high levels of privacy and security. Our top priority is protecting your privacy and the security of the Service. Your use of the Service is subject to the following terms and conditions of the Customer Agreement (“Agreement”).
Option Sanity™ is committed to maintaining the highest level of security for our clients.
Option Sanity™ employs commercially reasonable precautions to maintain the security of the system, including the use of industry standard encryption methods to prevent unauthorized access to customer documents and account information stored on our servers. The Service also protects information with the HTTPS/SSL security protocol during transmission to your web browser. Of course, the Service cannot protect any information after it has left the Service. Option Sanity™ is end-to-end secure — since they are not needed, salt values are not associated with any documents and e-signatures are not key-coded or associated with digital certificate information.
Your Representations and Obligations
You are responsible for reviewing the current version of the Customer Agreement periodically. Option Sanity™ may amend this Agreement by (a) posting a revised Customer Agreement on the Option Sanity™ website, or (b) sending information regarding the amendment to the designated official email address you provide to Option Sanity™. Continued use of the Service will be deemed acceptance of the amended Agreement.
You agree to comply with the terms and conditions of this Agreement and with all applicable local, state, national and international laws and regulations and all Internet regulations, policies and procedures, including all export and other laws regarding the transmission of technical data exported from any country through the Service. You agree that you will not use the Service for illegal purposes, to disrupt the Service, or to distribute content that violates the privacy, intellectual property or other proprietary rights of any third party, or for purposes that Option Sanity™ reasonably determines to be unlawful, obscene, defamatory, harassing, fraudulent, abusive, threatening, harmful, vulgar, or otherwise objectionable. You are wholly responsible for the contents of your transactions through the Service.
You represent and warrant that you are at least 18 years of age (or, as applicable, the age of majority in the state or province in which you reside), and that you possess the legal right and ability to enter into this Agreement.
You also represent that you are an officer of the company, or have the appropriate authority to enter into this contract on the behalf of your company or organization.
The Service requires you to register for a password-protected account. You represent and warrant that all of the information you provide to Option Sanity™ is true, accurate and complete, and that you have legal right to use the e-mail address(es) you provide. You agree to keep your information current by updating your account information. You agree to maintain the confidentiality of your password and account. You are responsible for all activities that occur under your account.
Option Sanity™ is a subscription service (a “Subscription”); you agree to pay for the subscription according to the rate plan you select. Payment of your Option Sanity™ account is due annually or monthly, depending on which you choose, and must be made by the credit or debit card you designate.
Thirty (30) day subscription refund policy.
If your account is paid-in-full for the year, you may cancel your account and terminate this Agreement at any time. Option Sanity™ recommends printing, copying or exporting all documents as OptionSanity cleanses the account upon valid notification of account closure, this means that you will lose access to all content contained in your account after cancellation.
Option Sanity™ reserves the right to terminate any account that violates the terms of this Agreement. Should the termination be involuntary, OptionSanity will provide a reasonable timeframe (4 weeks) for you to download associated documents, Notification of download opportunity and account cancelation will be provided to the email address of record 3 times , on the date of involuntary cancellation, on the 5th day following such action and on the 7th day
Should it become necessary the need arise to suspend the account for Client’s business reasons, Option Sanity may provide an archival service for up to 12 months. This is not to be considered to be part of the basic service and would require agreement between Client and Option Sanity. Please contact Option Sanity for further details should the need arise.
You agree that the official time for all transactions using the Service will be the timestamps recorded by the Service’s servers. You also agree that all electronic communications or notices sent to the e-mail address you provide to Option Sanity™, placed in your account, or posted on the Web Site will be considered “in writing” and received within five (5) business days of its dissemination. Option Sanity™ disclaims all responsibility for all failures in communication caused by failures of third parties to properly process or deliver Option Sanity™’s electronic communications.
Option Sanity™'s Rights and Disclaimers
Relationship to Documents
Unless Option Sanity™ is named as a direct party, Option Sanity™’s relationship to all documents and transactions completed using the Service is that of a trusted, disinterested third party. Accordingly, Option Sanity™ disclaims any representations of any kind regarding the documents or transactions that pass through the Service. You are responsible for recognizing the parties of interest in all transactions you complete using the Service and assessing all associated risks.
The Service will occasionally be unavailable during system maintenance and upgrades. Option Sanity™ will make commercially reasonable efforts to ensure that the Service will be available. However, Option Sanity™ disclaims all responsibility for any interruptions or problems with the Service caused by external forces affecting the reliability of the Internet or computer systems.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPTION SANITY™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH OPTION SANITY™ HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), AND INCLUDING DAMAGES RESULTING FROM: (i) ANY DOCUMENT OR TRANSACTION SENT THROUGH THE SERVICE WHERE OPTION SANITY™ WAS NOT A DIRECT PARTY; (ii) THE USE OR INABILITY TO USE THE SERVICE, INCLUDING ERRORS, INTERRUPTIONS OR DELAYS; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DOCUMENTS OR TRANSMISSIONS; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. OPTION SANITY™’s LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE, A SUM EQUAL TO THE AMOUNT OF FEES PAID FOR USING THE SERVICE UNDER THIS AGREEMENT.
Disclaimer of Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. OPTION SANITY™ PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. OPTION SANITY™ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- OPTION SANITY™ DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, RELIABLE, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, (iii) ANY ERRORS ON THE OPTION SANITY™ WEB SITE OR SERVICE WILL BE CORRECTED; AND (iv) THAT DOCUMENTS OR MATERIALS THAT YOU STORE VIA THE SERVICE WILL REMAIN ACCESSIBLE.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPTION SANITY™, OR THROUGH OR FROM THE OPTION SANITY™ WEB SITE OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Intellectual Property Rights
You acknowledge and agree that Option Sanity™ owns all right, title and interest in the Service and the web site, including, without limitation, all intellectual property rights. You acknowledge and agree that the Service and the website contain proprietary and confidential information and trade secrets including, but not limited to text, graphics, logos, images, software, and icons, that are protected by U.S. and international intellectual property laws and applicable laws.
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Option Sanity™’s for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: Option Sanity™, Inc., 990 H Street, Washougal, WA 98671. By phone: (360) 335.8054.
This Agreement constitutes the entire agreement between you and Option Sanity™ and governs your use of the Service. This Agreement supersedes all prior agreements and understandings between you and Option Sanity™, whether written or oral.
You agree to hold harmless and indemnify Option Sanity™ and its subsidiaries, affiliates, officers, agents, directors, managers, employees, and successors from any claims, losses, damages, suits, demands, liabilities, judgments, litigation costs and attorneys’ fees arising from or in any way related to your use of the Service, your breach of any of your obligations under this Agreement, or your violation of any applicable laws or regulations.
Severability and Waiver
If a court of competent jurisdiction declares any term or provision in this Agreement invalid or unenforceable, you and Option Sanity™ nevertheless agree that the court should construe that term or provision consistent with applicable law as nearly as possible to reflect the parties’ original intentions, and that the remaining terms and provisions remain in full force and effect. Failure by Option Sanity™ to exercise or enforce any provision of this Agreement shall not constitute a waiver of any such provision.
Choice of Law
This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and Option Sanity™ agree to submit to the personal and exclusive jurisdiction of the courts located within Clark County, Washington.