Disclosures
Platform Disclosures
ProATS Platform Disclosures
Digital asset securities may not be suitable or appropriate for everyone. These are sophisticated investments with inherent risks.
Investors should note that investing or trading in digital asset securities could involve substantial risks, including no guarantee of returns, costs associated with selling and purchasing, and no assurance of liquidity which could impact their price and investor's ability to sell, and possible loss of principal invested. Further, an investment in a single digital asset security could mean lack of diversification and, consequently, higher risk.
Past performance of a digital asset security does not guarantee future results or returns. You should not invest any funds in which you require the ability to withdraw, cash-out, or liquidate within a certain period of time. Market volatility and volume may delay systems access and trade execution. There is always the potential of losing part or all of your money when you invest in digital asset securities.
Prometheum Ember ATS, Inc. (“ProATS”) does not give any financial, legal, tax, investment, accounting or other advice. Certain transactions give rise to substantial risks and are not suitable for all investors. Prior to the entering of a transaction, you should consult your business advisor, attorney and tax and accounting advisors, as appropriate, with respect to the price, suitability, value, risk or other aspects of any digital asset, digital asset security or any other investment.
With respect to any digital asset security available to trade on ProATS we urge you to carefully evaluate its appropriateness for your specific financial situation with your financial advisor if you deem appropriate. No reference to any specific digital asset security constitutes a recommendation to buy, sell or hold that digital asset security or any other digital asset security. No reference to a digital asset security constitutes investment advice or offers any opinion with respect to the suitability of any digital asset security, and approval of your account should not be taken as advice to buy, sell or hold any digital asset security.
Anti-Money Laundering
The USA PATRIOT Act (the “Act”) imposes anti-money laundering (“AML”) requirements on brokerage firms and financial institutions. Under the Act’s provisions, all brokerage firms are required to have comprehensive anti-money laundering programs. As part of ProATS’ required program, the firm may request that you provide various identification documents or other information. ProATS will not be able to open an account or effect any transactions on your behalf until all required information and/or documentation has been provided and reviewed.
Market Access Risk Controls and Customer Risk Management Controls
SEC Rule 15c3-5 requires broker-dealers with access to exchanges or alternative trading systems to establish, document and maintain a system of risk management controls and supervisory procedures reasonably designed to manage financial, regulatory and other risks in connection with market access.
ProATS utilizes risk controls (including but not limited to those controls required under Rule 15c3-5) to help:
(i) identify and prevent orders that it determines, in its sole and absolute discretion or upon client confirmation, are erroneous or potentially erroneous;
(ii) enforce credit, capital, and quantitative thresholds;
(iii) comply with regulatory requirements; and
(iv) otherwise control the operation of its trading systems and activities for any other purposes including controls designed to prevent potentially manipulative trading.
If a customer-directed order triggers one of these controls, ProATS reserves the right to reject the order.
In order to establish appropriate limits for our customers, we may periodically request that you provide additional information, including but not limited to an updated FOCUS report or other comparable financial document.
As a user of ProATS’s services, you are responsible for ensuring that you, your investors, customers, clients, employees, principals, officers, directors, and/or agents (the “Users”) abide by applicable laws and rules when submitting orders to ProATS.
If you are a broker-dealer or other securities institution, you are reminded to establish your own risk management policies, procedures, and/or controls and to monitor your investment and/or trading activities closely. Moreover, you should maintain these policies, procedures and controls independently from any market access or risk-management checks that are employed by ProATS. ProATS’ risk management checks may result in the rejection of an order or prevent an order from being executed.
Trade Execution and Price
You understand that, whether you place a market or limit order, you will receive the best price at which your order is able to be executed in the marketplace, subject to any clarification stated below. You understand and agree with all of the following:
- Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace, the execution price received may differ significantly from the quote provided on entry of an order, and you may receive partial executions of an order at different prices. ProATS is not liable for any price fluctuations. Price quotes generally are for only a small number of digital asset security as specified by the marketplace, and larger orders are more likely to receive executions at prices that vary from the quotes or in multiple lots at different prices.
- Digital asset securities may open for trading at prices substantially higher or lower than the previous closing price or the anticipated price. If you place a market order (whether during normal market hours or when the market is closed), you agree to pay or receive the prevailing market price at the time your market order is executed. The price you pay may be significantly higher or lower than anticipated at the time you placed the order. To avoid buying a digital asset security at a higher price, you have the option to enter a limit order. Limit orders may not be executed at any particular time, or at all if there is not sufficient trading at or better than the limit price you specify, and are only good until the end of the trading day in which they are entered unless such order is placed on a “Good-Til-Canceled” (“GTC”) basis. The Website contains further information regarding order types and limitations, which you agree to read and understand before placing such orders.
- A limit order may be placed on a GTC basis, which means the order remains valid and is reentered on a daily basis until (A) it is executed; (B) you cancel the order; or (C) there is an event which impacts the pricing of the digital asset security (e.g., share or token split or a hard fork). ProATS will cancel a GTC order at the end of every trading day (on the exchange on which the instrument to which the contract relates is traded) and then place such order again at the start of the following trading day. This process will be repeated every day for as long as the GTC order remains valid.
- As a customer of ProATS, your order may fail to be sent to the market due to unforeseen circumstances or technical issues, and ProATS is not liable in the event your order fails to be sent.
Temporary Restriction and Settlement
You understand that ProATS is not responsible for settlement, but instead that settlement will be the responsibility of the applicable custodian of each party to a trade. Upon your entering an order, information about the order will be sent to your custodian, and using this information, the custodian will place a temporary restriction on movement of the cash, digital assets, and/or digital asset securities (together, “Property”) out of your custodial account necessary to settle such order, which will continue until the order either expires or is completed.
This temporary restriction placed by your custodian will only apply to that portion of your account necessary to satisfy the order placed by you in the timespan between the placement of the order and settlement (if any) or cancellation, and may prevent you from withdrawing, re-trading or otherwise transferring or disposing of assets or cash in your account, for any reason, to the extent that the transfer or disposition would leave you unable to consummate any trade that is executed pursuant to your order.
Until an order is executed, the restriction placed by the custodian may be modified by you if you change or cancel your order, or may expire throughout the order process as trades are executed or trading orders change; otherwise it will remain in place through the execution of all potential trades included in the customer’s order. Once the order is executed and becomes an executed trade, however, you may not cancel the executed trade or remove the restriction. This may leave you unable to access cash or assets that you wish to use, because a transaction in which you are a party to has not yet settled and you do not yet have access to the cash or assets that you will receive in that transaction.
All temporary restrictions will be lifted at the end of a trading session, unless your order includes specifications regarding trading activity that is to continue after the specific trading session, in which case the temporary restrictions will remain on the account until the subscriber’s order is executed. Restrictions on Property may also be released upon a government or court order.
The ATS will record the executed trade information at the time execution and send real time settlement instructions to the applicable custodians. The custodians immediately settle transactions based on these instructions. At the end of each trading session, and in addition to the real time messages sent to the custodian, the ATS will send an end-of-day file to the applicable custodians based on the trades executed during such trading session.
Trade Errors and Clearly Erroneous Transactions
Bona-fide errors can result from human error or system issues that affect entry and/or the execution of an order. Such errors can result from general market volatility, communications or system breakdowns, or other conditions over which ProATS has no control. ProATS reserves the right at its sole discretion to price-adjust any trade that is deemed by ProATS to have been the result of an error, including the result of any of the above or an incorrect security symbol or name, size, and/or prices that are unrelated to the market. In the event that ProATS exercises this right, the firm will use reasonable efforts to inform its customers in a timely manner.
Trade Errors - If a Subscriber believes that an executed trade was the result of a trade error, the Subscriber must submit a Trade Correction Request Form in a timely manner. ProATS will contact the subscriber and obtain information in writing from the subscriber setting forth the details of the error contained in the transaction that is under review. After ProATS review, if the transaction is determined to be made in error, ProATS may, in its sole discretion, modify the executed trade.
Trade Errors - If a Subscriber believes that an executed trade was the result of a trade error, the Subscriber must submit a Trade Correction Request Form in a timely manner. ProATS will contact the subscriber and obtain information in writing from the subscriber setting forth the details of the error contained in the transaction that is under review. After ProATS review, if the transaction is determined to be made in error, ProATS may, in its sole discretion, modify the executed trade.
Clearly Erroneous Trades - A Clearly Erroneous Trade is when there is an obvious error in any term, such as price, number of digital asset securities or other unit of trading defined as an execution at a price, for a quantity of digital asset securities , or with a symbol, that is substantially inconsistent with the current trading pattern of the issue.
Transactions may be reviewed by ProATS personnel or at the request of a Subscriber if made in a timely manner.
ProATS will evaluate the impact to its market and participants, and consider the impact across marketplaces to determine whether the transactions are clearly erroneous with a view toward maintaining a fair and orderly market and the protection of investors and the public interest. Such request for review shall be made in writing via email or other electronic means.
After ProATS review, if the transaction is determined to be clearly erroneous, ProATS may, in its sole discretion, modify the executed trade(s).
Payment for Order Flow
ProATS does not receive payment for order flow.
Order Routing Policy
SEC Rule 606 (formerly known as Rule 11Ac1-6 under the Securities Exchange Act of 1934) requires all broker-dealers that route customer orders in certain equity and option securities to make publicly available quarterly reports that disclose how broker-dealers route their customers’ orders to enable customers to evaluate order routing practices.
All orders routed to ProATS ATS are customer self-directed, and ProATS ATS does not route customer orders to any other market center, therefore ProATS is not required to publish quarterly 606 disclosures.
FINRA BrokerCheck Hotline
The Financial Industry Regulatory Authority, Inc. offers investors information and education through the FINRA BrokerCheck Hotline at 800-289-9999 and the FINRA website at www.finra.org.
An investor brochure that includes information describing FINRA’s BrokerCheck is available on FINRA’s website.
SIPC Disclosure
As a member of SIPC and pursuant to FINRA Rule 2266, ProATS discloses to new customers, and annually to all customers, that they may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at the following address:
Securities Investor Protection Corporation 1667 K St. N.W., Suite 1000 Washington, DC 20006-1620 Tel: (202) 371-8300 Fax: (202) 223-1679 Email: [email protected] Website: https://www.sipc.org
