1. Parties & purpose
This Beta Tester Agreement ("Agreement") is entered into between you ("Tester") and NinjaTrader, LLC, a Delaware company ("Company"), effective as of the date you accept. The Company is providing you with early access to its pre-release, redesigned version of NinjaWeb, its web-based trading platform application ("Beta App") for evaluation and feedback purposes only.
2. Beta software acknowledgment
You acknowledge that the Beta App is pre-release software that is not feature-complete, has not been fully tested, and may contain bugs, errors, defects, and other issues. Features visible in the Beta App may be changed, removed, or redesigned prior to any commercial release. The Beta App is provided "as-is" and "as-available" with no warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or uninterrupted operation.
3. Financial & trading risk disclosure
You acknowledge and agree that: (a) the Beta App connects to your existing NinjaTrader Clearing, LLC futures account and executes real trades with real money, which may incur trading losses; (b) any trading losses incurred while using the Beta App are solely your responsibility; (c) the Company does not guarantee any trading results, and the past performance of any tools, signals, or functionality within the Beta App is not indicative of future results; and (d) you are solely responsible for all tax, regulatory, and legal obligations arising from your trading activity.
4. No investment advice
Nothing in the Beta App or in any communications from the Company constitutes investment advice, financial advice, trading recommendations, or a solicitation to buy or sell any financial instrument. You agree that all trading decisions are made solely by you based on your own independent judgment. The Company is not a registered investment adviser, broker-dealer, or commodity trading adviser.
5. Account responsibility
You are solely responsible for your NinjaTrader account, including maintaining account credentials, complying with the platform's terms of service, and ensuring your account remain in good standing.
6. Data collection & privacy
By participating in the beta testing, you consent to the Company collecting usage data, session logs, error reports, and feedback for the purpose of improving the Beta App. Feedback data collected may include your subjective experience and views on the web application’s ease of use, visual appeal and ability to meet your requirements. This may also include data related to your in-app activity and trade actions initiated through the Beta App interface, but does not include your account balances or positions held at NinjaTrader. The Company will not sell your personal data to third parties. All data collected will be used solely for product development and quality assurance purposes.
7. Feedback
During the beta testing period, the Company may ask you to complete one or more feedback surveys covering your experience with the Beta App. Participation in feedback surveys is voluntary but strongly encouraged, as your responses are a primary input into the Company's product development process. All survey responses are subject to the same confidentiality, data handling, and intellectual property terms set forth in this Agreement.
Any feedback, suggestions, ideas, improvements, or other input you provide regarding the Beta App ("Feedback") — including responses to structured feedback surveys administered in connection with the Beta Program — is voluntarily given. You hereby grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without any obligation of compensation or attribution to you. You retain no intellectual property rights in Feedback submitted.
8. Confidentiality
You agree to keep all aspects of the Beta App, including its features, user interface, functionality, and any related materials, strictly confidential. You agree not to: (a) share screenshots, recordings, or descriptions of the Beta App with any third party; (b) discuss the Beta App publicly, including on social media; or (c) disclose the existence or nature of this beta program without the Company's prior written consent. This obligation survives termination of your beta testing access.
9. Limitation of liability
To the maximum extent permitted by applicable law, the Company and its officers, directors, employees, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of or inability to use the Beta App, including but not limited to any trading losses, lost profits, or loss of data, even if the Company has been advised of the possibility of such damages. In no event shall the Company's total aggregate liability exceed one hundred dollars ($100.00).
10. Term & termination
Your beta access begins upon your acceptance of this Agreement and continues until terminated. The Company may revoke your beta access at any time, for any reason, without notice. Upon termination, your right to access and use the Beta App ceases immediately. Sections 4, 7, 8, 9, 11, and 12 survive termination of this Agreement.
11. Governing law & dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Chicago, Illinois. You waive any right to a jury trial or class action with respect to any dispute arising from this Agreement or your use of the Beta App.
12. Entire agreement
This Agreement constitutes the entire agreement between you and the Company with respect to the Beta App and supersedes all prior or contemporaneous understandings. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. The Company's failure to enforce any right or provision shall not be deemed a waiver. This Agreement may only be amended by a written instrument signed by an authorized representative of the Company.