Last updated: March 12, 2025
This End User License Agreement (“EULA”) governs Your use of the NinjaTrader Trading Platform (“Software”), and any related manuals or other documentation (“Documentation”), in each case that is made available by [NinjaTrader, LLC] (“Company”). This EULA is personal and the rights and licenses set forth herein may only be exercised by the individual that has accepted this EULA (such person may be referred to in this EULA as “You” or “Your”).
BY [CLICKING THE ACCEPTANCE BUTTON] OR ACCESSING, DOWNLOADING, INSTALLING, OR USING ANY PART OF THE SOFTWARE OR THE DOCUMENTATION, YOU: (I) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND ARE NOT SUBJECT TO ANY IMPAIRMENT, IMPEDIMENT, RESTRICTION, OR OBLIGATION THAT WOULD PROHIBIT YOU FROM FULLY COMPLYING WITH THE TERMS AND CONDITIONS OF THIS EULA; AND (II) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.
IF YOU DO NOT AGREE TO THIS EULA, DO NOT [CLICK THE “ACCEPT” BUTTON] AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS, DOWNLOAD, INSTALL OR USE, THE SOFTWARE OR THE DOCUMENTATION. THIS AGREEMENT IS APPLICABLE FOR ALL RELEASED VERSIONS OF THE SOFTWARE AND DOCUMENTATION INCLUDING, BUT NOT LIMITED TO BETA VERSIONS. THIS AGREEMENT MAY BE AMENDED FROM TIME- TO-TIME AT THE SOLE DISCRETION OF COMPANY. COMPANY SHALL PROVIDE NOTICE TO YOU OF AMENDMENTS BY POSTING THE UPDATED TERMS OF SERVICE ON COMPANY’S WEBSITE. YOU SHALL HAVE THE OPPORTUNITY TO REFUSE SAID AMENDMENTS SOLELY BY REQUESTING TERMINATION OF ACCESS TO THE SOFTWARE.
1.1. Grant of Limited License to Use the Software. Subject to Your strict compliance with the terms and conditions of this EULA, Company hereby grants You a personal, limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferable right and license to access, download, install on a single device, and use the Software solely in the form made available to You by Company, and solely for the Permitted Purposes set forth in Section 1.3.
1.2. Grant of Limited License to Access and View Documentation. Subject to Your strict compliance with the terms and conditions of this EULA, Company hereby grants You a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferable right and license to access and view the Documentation solely in the form made available to You by Company and solely for the Permitted Purposes set forth in Section 1.3.
1.3. Permitted Purposes. Your limited license rights to the Software and the Documentation are strictly limited to the following purposes (individually and collectively, the “Permitted Purposes”):
a) Simulated Trading. You may use the Software and Documentation to engage in simulated trading with Company, or any affiliate of Company. While the Company or an affiliate of Company may require Your agreement to additional terms and conditions to provide simulated trading services to You, Your right to access, download, install and use the Software and/or the Documentation are solely set forth in this EULA.
b) Live Trading. You may use the Software and Documentation to engage in live trading provided You have entered into an agreement with a registered broker for live trading services. Nothing in this EULA does, or will be deemed to, give You any right, expressed or implied, to conduct, receive or utilize live trading services and any such rights You may have must be set forth in a separate agreement with a registered broker. This EULA is limited to Your right to access, download, install and use the Software and/or the Documentation in connection with such live trading services.
2.1. Use Restrictions. You will not, directly or indirectly:
a) use the Software or the Documentation except as expressly set forth in Section 1;
b) provide any person with access to or use of the Software or Documentation or use the Software or Documentation for the benefit of any person or entity other than yourself;
c) modify, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Software or the Documentation;
d) combine or incorporate the Software or the Documentation with or into any other materials, programs or systems;
e) reverse engineer, disassemble, decompile, decode, translate, or adapt any part of the Software or Documentation, or otherwise attempt to derive or gain access to the source code of any part of the Software, provided that the foregoing prohibition on reverse engineering shall not apply where, and solely to the extent, prohibited by applicable laws;
f) bypass, disable, circumvent, or breach any security device or protection used for or contained in the Software;
g) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, notices or legends included on or in the Software or the Documentation, including any copyright, trademark, patent, or other intellectual property or proprietary rights notices;
h) copy the Software or the Documentation, in whole or in part, provided that this restriction shall not prohibit any copying of the Software or Documentation that occurs (1) in the routine operation of the device on which You have installed the Software, or (2) as a result of routine backups of the device on which You have installed the Software;
i) use the Software to do any of the following: (1) disseminate, store or transmit unsolicited messages or e-mail, (2) disseminate or transmit material that, in the reasonable judgment of Company, may be considered abusive, obscene, pornographic, defamatory, harassing, offensive, vulgar, threatening or malicious, (3) disseminate, store or transmit files, graphics, software or other material that actually, impliedly, or potentially infringes the copyright, trademark, patent, trade secret, trade name or other intellectual property right of any person, entity, partnership, organization, association or otherwise,
j) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or
k) use the Software or Documentation for purposes of: (i) benchmarking or competitive analysis of the Software or any part thereof; or (ii) developing, using, or providing a competing product or service;
2.2. Sublicenses Prohibited. The license granted to You in Section 1 is personal to You and may not be sublicensed, transferred or assigned to any other person or entity.
2.3. Commercial Use Prohibited. The Software and the Documentation is for non-commercial use only. Without limiting the foregoing, You may not use the Software or the Documentation to support, in whole or in part, the operation of a business or to provide services to any person or entity.
The Software may incorporate, embed or otherwise use software or other technology that is owned or controlled by third parties. Without limiting the foregoing, such third party software may include software licensed under terms approved by the Open Source Initiative or other similar terms. The use of such third party software or technology is included in the licenses granted to You in Section 1.
You acknowledge and agree that the Software may contain technological measures that are designed to monitor or prevent use of the Software in contravention of this EULA and such measures may suspend or disable access to the Software in whole or in part in the event of any breach by You of this EULA.
5.1. Term. The term of this EULA commences when You acknowledge Your acceptance of this EULA and will continue in effect until terminated by Company pursuant to Section 5.2.
5.2. Termination by Company. Company may terminate this EULA as follows:
a) Termination for Breach. Company may terminate this EULA for any actual or suspect breach by You of any of the terms or conditions of this EULA if such breach remains uncured fifteen (15) days after Company sends notice of such breach. You acknowledge and agree that notice of such breach may be sent by any means reasonable, as determined by Company.
b) Termination for Convenience. Company may terminate this EULA for any reason by sending You notice of such termination. Company will use commercially reasonable efforts to provide You with reasonable notice of such termination of approximately thirty (30) days.
c) Termination for Discontinuation of Software Availability. The Company may designate the Software as end of life or may otherwise discontinue making the Software available for use (“Retirement of Software”) on a date to be determine by Company in its sole discretion. The Company may provide notice of Retirement of Software by posting such notice on a publicly available website or by taking other steps to notify licensed users of the Retirement of Software. On the date of Retirement of Software, this EULA will automatically terminate.
d) Termination upon Request. The Company will have the right to terminate this EULA upon Your request as permitted by this EULA.
5.3. Effects of Termination. Upon termination of this EULA for any reason: (a) You will immediately stop all use of the Software and the Documentation; (b) all rights and licenses granted to You to the Software and Documentation will terminate; and (c) You will immediately uninstall and delete all copies of the Software and the Documentation.
6.1. Usage Information. Company may, directly or indirectly, collect, maintain, process, store, and use information regarding Your use of the Software (“Usage Data”). You hereby consent to the collection and use the Usage Data for any purpose, including for the improvement and development of the Software and any other products or services. You further agree that Company will own the Usage Data and, to the extent necessary, You hereby assign any intellectual property or other rights in the Usage Data to Company.
6.2. Personal Information. To the extent You submit, provide, or deliver any personal information to Company or any Company affiliate in connection with this EULA, such information will be subject to the then current privacy policy of Company available at https://www.tradovate.com/disclosures/#disclosure-3, which policy is incorporated herein by reference.
7.1. No Updates. Company has no obligation under this EULA to provide error corrections, bug fixes, updates, upgrades, or new versions to the Software or Documentation. In the event Company, in Company’s sole discretion, elects to correct errors, fix bugs, or otherwise update, upgrade or create new versions of the Software or Documentation (collectively, “New Versions”), the Company may make such New Versions available for download and use pursuant to a separate end user license agreement.
7.2. No Support. Company has no obligation under this EULA to provide any maintenance or support services, including customer support services, with respect to the installation, operation, or use of the Software.
8.1. Company Ownership. You acknowledge that the Software and the Documentation are provided under license, and not sold, to You. You do not acquire any ownership interest in the Software or the Documentation under this EULA, or any other rights to the Software or the Documentation other than as expressly stated in this EULA. As between You and Company, Company reserves and shall retain its entire right, title, and interest in and to the Software and the Documentation, and all intellectual property rights arising out of or relating to the Software and the Documentation, subject to the license expressly granted to You in this EULA. You shall use commercially reasonable efforts to safeguard the Software and the Documentation from infringement, misappropriation, theft, misuse, or unauthorized access. If You become aware of any potential infringement of intellectual property rights in the Software or the Documentation, You will promptly notify Company and will fully cooperate with any associated legal action taken by Company to enforce its intellectual property rights.
8.2. Feedback. During the term of this EULA, You may provide to Company or affiliates of Company input regarding the Software or the Documentation, including comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Software, the Documentation or other software, products and/or services (collectively “Feedback”). You agree that Company will own such Feedback and You hereby assign to Company all of Your right, title, and interest in and to the Feedback, and any and all intellectual property rights in the Feedback. Company, and its successors and assigns will be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to You.
9.1. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES AND ANY OF THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, DEVICES, HARDWARE, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9.2. Additional Disclaimers. WITHOUT LIMITING SECTION 9.1, COMPANY HEREBY DISCLAIMS AND YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS MADE NO REPRESENTATION OR WARRANTY AND THAT THERE IS NO AGREEMENT OR UNDERSTANDING BETWEEN YOU AND COMPANY REGARDING (I) ANY INTERRUPTION, DELAY, OR INABILITY TO ACCESS, DOWNLOAD OR USE THE SOFTWARE OF THE DOCUMENTATION; (II) ANY SECURITY FEATURES OR FUNCTIONALITY WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATIONS; AND (III) THE AVAILABILITY AND/OR CONTINUED AVAILABILITY OF THE SOFTWARE AND THE DOCUMENTATION.
10.1. COMPANY’S AND COMPANY’S AFFILIATES’ TOTAL, CUMULATIVE LIABILITY TO YOU UNDER THIS EULA IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100), REGARDLESS OF THE NATURE OF THE LIABILITY OR THE NATURE OR NUMBER OF CLAIMS GIVING RISE TO THE LIABILITY. NEITHER COMPANY NOR ANY AFFILIATE OF COMPANY WILL, UNDER ANY CIRCUMSTANCES OR ANY THEORY OF LIABILITY, BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF DATA, OR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING FROM THIS AGREEMENT OR THE PRODUCTS AND SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. The limitations of liability in this section are a fundamental part of this agreement and enable Company to provide the Software and Documentation to You and no charge. These limitations of liability are intended to apply even if an exclusive remedy is found to have failed of its essential purpose.
11.1. You will indemnify, defend, and hold Company, as requested by the Company, and its affiliates and the officers, directors, members, employees, and agents of each harmless from any claims, lawsuits, liability, damages (both direct and indirect), expenses and costs (including costs and attorneys' fees) arising from or related to any breach by You of this EULA.
12.1. Compliance with Laws. At all times during the term of this EULA, You shall comply with all laws, governmental rules and regulations applicable to the performance of Your obligations under this EULA and/or Your use of the Software and Documentation pursuant to this EULA.
12.2. Export Controls. In connection with this EULA, You agree to comply with all export control, economic sanctions, and other similar laws and regulations of the U.S., and any other applicable jurisdiction (the “Trade Compliance Laws”). You will not violate, nor cause Company to violate, any Trade Compliance Laws (e.g. by supplying goods or services from, sanctioned countries).
13.1. Assignment. You may not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your obligations or performance, under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Company. Any assignment or other transfer in violation this Section, will be invalid and void.
13.2. Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Illinois. Any legal suit, action, or proceeding arising out of or relating to this EULA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois, in each case located in the Cook County, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
13.3. UCITA. THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM (“UCITA”), SHALL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.
13.4. Severability. Should any part of this EULA be deemed invalid or unenforceable, such determination will not affect the validity or enforceability of any other part of this EULA.
13.5. Waiver. This EULA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EULA, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.6. No Third-Party Beneficiaries. This EULA is solely for the benefit of the parties and does not confer on third parties, any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this EULA.
13.7. Entire Agreement. This EULA and any other documents that are incorporated by reference herein constitute the entire agreement between the parties in respect of the use of the Software and the Documentation and supersede all other oral or written communications relating to their subject matter. The provision of any service or products provided by Company or its affiliates or Your Broker are expressly subject to the terms and conditions as contained in the contract for the supply of such service or product. Any warranties or representations made in relation to the provision of such service or product are as made in the separate contract(s) only and Company and its affiliates make no separate warranty or representation through these general terms of use.
Last updated: 12 March 2025