Trading Platform Agreement
NinjaTrader End User License Agreement
Last updated: June 12, 2026
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 and agreed to 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 TO AND 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 AND ABSOLUTE 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.
PLEASE BE AWARE THAT SECTIONS 13.2 (GOVERNING LAW), 13.3 (DISPUTE RESOLUTION), AND 13.9 (STATUTE OF LIMITATIONS) OF THIS AGREEMENT, CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, SECTION 13.2 CONTAINS A JURY TRIAL AND CLASS ACTION WAIVER. AMONG OTHER THINGS, SECTION 13.3 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL, NON-CLASS BASIS. SECTION 13.9 CONTAINS A ONE-YEAR STATUTE OF LIMITATIONS. PLEASE READ SECTIONS 13.2, 13.3 AND 13.9 CAREFULLY.
1. LICENSE GRANT
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 to 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. While this EULA governs Your right to access, download, install on a single device, and use the Software and/or the Documentation, any engagement in simulated trading with the Company or any affiliate of the Company may be subject to separate terms and conditions, which are outside the scope of this EULA and which may be required independently by the Company or an affiliate of the Company.
b) API Partners. You may use the Software and the Documentation to utilize services provided by an authorized NinjaTrader API Licensee, provided You have fully complied with all of the terms and conditions pursuant to a separate agreement for services. Nothing in this EULA does, or will be deemed to, give You any right, expressed or implied, to receive or utilize the services and any such rights You may have must be set forth in a separate agreement for the services. This EULA is limited to Your right to access, download, install on a single device, and use the Software and/or the Documentation. No rights to services are granted to You under this EULA.
c) Live Trading. You may use the Software and the Documentation to engage in live trading services provided that You have entered into a separate written agreement with a registered futures commission merchant for live trading brokerage 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 brokerage services and any such rights You may have must be set forth in a separate agreement with a registered futures commission merchant for live trading brokerage services. This EULA is limited to Your right to access, download, install on a single device, and use the Software and/or the Documentation. No rights to live trading brokerage services are granted to You under this EULA.
2. RESTRICTIONS
2.1. Use Restrictions. You will not, directly or indirectly:
a) use the Software or Documentation, except as expressly set forth in Section 1;
b) share login credentials, provide any person with direct or indirect access to or use of the Software or the Documentation, or use the Software or Documentation for the direct or indirect 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 Documentation;
d) combine or incorporate the Software or 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 Documentation, including any copyright, trademark, patent, or other intellectual property or proprietary rights notices;
h) copy the Software or 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 single device on which You have installed the Software, or (2) as a result of routine backups of the single 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, including, but not limited to the Company or any other entity;
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 entity, 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, shared, transferred or assigned to any other person or entity.
2.3. Commercial Use Prohibited. The personal, limited, royalty-free, revocable, non-exclusive, non-sublicensable and nontransferable right and license to access, download, install on a single device, and use the Software and Documentation is only for non-commercial use. Without limiting the foregoing in any manner whatsoever, You may not use the Software or Documentation to support, in whole or in part, the operation of any business, whether personal or public, or to provide any services to any person or entity.
3. THIRD PARTY SOFTWARE
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.
4. MONITORING
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. You consent and agree to such monitoring and acknowledge and agree that it is a commercially reasonable use to prevent use of the Software in contravention of this EULA. You agree that the Company shall have the right to audit and verify your compliance with this EULA at any time and for any reason which the Company, in the exercise of its sole and absolute discretion, deems necessary and You agree to cooperate with the Company, including Your production of information and documents, in exercising its right to audit and verify your compliance with this EULA.
5. TERM AND TERMINATION
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 suspected breach by You of any of the terms or conditions of this EULA if such breach remains uncured ten (10) 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, approximately thirty (30) days in advance of the date of termination.
c) Termination for Discontinuation. Company may designate the Software as end-of-life or may otherwise discontinue making the Software available for use (“Retirement of Software”) on any date and for any reason as determined by Company in its sole and absolute discretion. 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 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 Documentation.
6. COLLECTION AND USE OF INFORMATION
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 are informed, agree and affirmatively consent to the collection and use of the Usage Data for the following purposes: (i) operating, maintaining, and improving the Software and Documentation or other services offered by the Company, the Company's affiliates, and their respective officers, directors, members, agents, licensors, service providers, successors, and assigns (collectively the “Company Parties”); (ii) developing new products, services, and features offered by the Company Parties; (iii) analyzing usage trends and user behavior in connection with the Software or other services offered by the Company Parties; (iv) ensuring the security and integrity of the Software or other services offered by the Company Parties; (v) complying with applicable legal and regulatory obligations; and (vi) any other purpose disclosed in Company's then-current privacy policy. You further agree and consent to Company sharing, disclosing, or otherwise transferring Usage Data to third parties, including affiliates, service providers, and business partners, to the extent reasonably necessary to support the purposes described above, subject to Company's then-current privacy policy and applicable law. You further agree that Company will own the Usage Data and, to the extent necessary, You hereby assign and transfer any intellectual property and any and all other rights which You had, have or may have 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 affiliate of the Company in connection with this EULA, such information will be subject to the then current privacy policy of Company available at https://ninjatrader.com/privacy-policy-ninjatrader-llc/, which policy is incorporated herein by reference.
7. NO UPDATES: NO SUPPORT
7.1. No Updates. Company has no obligation under this EULA, or otherwise, to provide error corrections, bug fixes, updates, upgrades to or create new versions of 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, access, operation, or use of the Software.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Company Ownership. You acknowledge that the Software and Documentation are provided under license, and not sold, to You. You do not acquire any ownership interest in the Software or Documentation under this EULA, or any other rights to the Software or 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 Documentation, and all intellectual property rights arising out of or relating to the Software and 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, misappropriation, theft, misuse, or unauthorized use of any intellectual property rights in the Software or Documentation, You will promptly notify Company and will fully cooperate with Company in any associated legal action taken by Company to protect and enforce its intellectual property rights, including allowing Company access to your device and network and completing any required affidavits.
8.2. Feedback. During the term of this EULA, You may provide to Company or affiliates of Company input regarding the Software or Documentation, including comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Software, Documentation or other software, products and/or services (collectively “Feedback”). You agree that Company will own all rights to such Feedback, including any rights to improvements or changes to the Software and Documentation, 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 or to 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. DISCLAIMERS
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 IN ANY MANNER WHATSOEVER, COMPANY HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY OR GUARANTEE AND YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS MADE NO REPRESENTATION, WARRANTY OR GUARANTEE 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 OR THE DOCUMENTATION; (II) ANY SECURITY FEATURES OR FUNCTIONALITY WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION; AND (III) THE AVAILABILITY AND/OR CONTINUED AVAILABILITY OF THE SOFTWARE AND THE DOCUMENTATION.
10. LIMITATIONS OF LIABILITY
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S AND COMPANY PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR ANY CAUSE WHATSOEVER RELATING TO OR ARISING OUT OF THIS EULA, THE SOFTWARE, THE DOCUMENTATION, OR ANY SERVICES, DATA, SYSTEMS, OR FUNCTIONALITY MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SOFTWARE OR DOCUMENTATION IS LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100), REGARDLESS OF THE FORM OF ACTION OR CLAIM, NATURE OF THE LIABILITY, THEORY OF RECOVERY, AND NATURE OR NUMBER OF CLAIMS GIVING RISE TO THE LIABILITY. IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE, LOSS OF BUSINESS OPPORTUNITY, TRADING LOSSES, LOSS OF TRADING OPPORTUNITY, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE SOFTWARE, THE DOCUMENTATION, OR ANY RELATED SERVICES, EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. The limitations of liability in this Section 10 are a fundamental part of this EULA and enable Company to provide the Software and Documentation to You. These limitations of liability are intended to apply even if an exclusive remedy is found to have failed of its essential purpose and even if Company previously has been advised of the possibility of such damages.
10.2. WITHOUT LIMITING SECTION 10.1, NEITHER COMPANY NOR ANY COMPANY PARTY SHALL BE LIABLE FOR ANY LOSS OR DAMAGE SUSTAINED BY YOU RESULTING DIRECTLY OR INDIRECTLY FROM: (I) ANY INACCURACY, DEFECT, OR OMISSION OF DATA DISPLAYED THROUGH THE SOFTWARE, OR ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) ANY FAILURE OR DEFECTIVE PERFORMANCE OF ANY COMMUNICATION, SETTLEMENT, COMPUTER, OR ACCOUNTING SYSTEM OR EQUIPMENT, WHETHER OPERATED BY COMPANY, ITS AFFILIATES, OR ANY THIRD PARTY; (III) PERFORMANCE, NON-PERFORMANCE, DELAYS IN THE TRANSMISSION OR EXECUTION OF ANY ORDER DUE TO SUSPENSION OR TERMINATION OF TRADING, THE BREAKDOWN OR FAILURE OF ANY ELECTRONIC TRADING SYSTEM, OR ANY COMMUNICATION FACILITIES; (IV) ANY GOVERNMENTAL, JUDICIAL, ADMINISTRATIVE, EXCHANGE, OR REGULATORY OR SELF-REGULATORY ORGANIZATION ORDER, RESTRICTION, OR RULING; (V) VIRUSES, MALWARE, OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SOFTWARE OR ANY WEBSITE OR SERVICE LINKED TO THE SOFTWARE; (VI) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SOFTWARE OR ANY SYSTEMS OPERATED BY OR ON BEHALF OF COMPANY OR ITS AFFILIATES; (VII) ANY SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCESS TO THE SOFTWARE; (VIII) THE PERFORMANCE OR NON-PERFORMANCE BY ANY THIRD PARTY, INCLUDING ANY EXCHANGE, CLEARING ORGANIZATION, BROKER, FUTURES COMMISSION MERCHANT, CUSTODIAN, BANK, DATA PROVIDER, SERVICE PROVIDER, OR TECHNOLOGY PROVIDER; (IX) COMPANY'S OR ANY COMPANY PARTY'S RELIANCE ON ANY INSTRUCTION, NOTICE, COMMUNICATION, REPRESENTATION, OR INFORMATION THAT IT BELIEVES TO BE FROM YOU OR AN INDIVIDUAL OR ENTITY AUTHORIZED TO ACT ON YOUR BEHALF; (X) ANY RELIANCE PLACED BY YOU ON ANY MARKET, TRADING, TECHNICAL, OR OTHER INFORMATION SUPPLIED OR DISPLAYED BY COMPANY OR ANY THIRD PARTY, IT BEING UNDERSTOOD THAT ANY SUCH INFORMATION MAY BE UNVERIFIED AND THAT COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, OR REASONABLENESS OF SUCH INFORMATION; OR (XI) AS A RESULT OF ANY PREDICTION, RECOMMENDATION, OR ADVICE MADE OR GIVEN BY A REPRESENTATIVE OF ANY COMPANY PARTY, WHETHER OR NOT MADE OR GIVEN AT YOUR REQUEST.
10.3. Force Majeure. No Company Party shall be responsible, and You agree not to hold any Company Party liable, for losses caused directly or indirectly by conditions beyond Company's reasonable control, including, without limitation, war, terrorism, natural disasters, pandemics, epidemics, government restrictions, exchange or market rulings, strikes or similar labor action, interruptions of communications, order routing, settlement, data processing, power, internet, or technology services, market volatility, disruptions in orderly trading on any exchange or market, failures or delays of any third-party systems or service providers, or any governmental, judicial, administrative, exchange, regulatory, or self-regulatory organization order, restriction, ruling, or action.
10.4. No Compliance Warranty; No Private Right. Nothing in this EULA represents a contractual promise or warranty to You regarding any Company Party's compliance with applicable law, nor is anything in this EULA intended to create a contractual or private cause of action for any noncompliance with applicable law. Company specifically disclaims any such warranty or obligation. Any failure by any Company Party to comply with applicable law will not relieve You of any obligations under this EULA, nor will it be construed to create rights under this EULA in favor of You and against any Company Party.
10.5. No Guarantee Against Loss. You acknowledge and agree that Company has made no representation, warranty, or guarantee that You will not incur losses or that Company will limit Your losses. To the extent You use the Software in connection with simulated trading, live trading, market data, order routing, account access, or any third-party or affiliate service, You acknowledge and agree that You are solely responsible for Your decisions, instructions, orders, transactions, strategies, and use of the Software and Documentation, and that Company has made no representation, warranty, or guarantee as to the present or future value, suitability, availability, performance, or outcome of any transaction, strategy, contract, product, service, or use of the Software.
11. INDEMNITY
You hereby agree to indemnify, hold harmless, and defend all Company Parties from and against any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses, or attorneys' fees (collectively, “Losses”) arising from or relating to: (i) Your use of the Software or other services offered by any Company Party; (ii) any breach by You of this EULA, or any terms of use applicable to the Software, Documentation, or other services offered by any Company Party; (iii) any violation of applicable law, rule or regulation by You, including any illegal, fraudulent, or unauthorized conduct; (iv) any action taken by any Company Party in reliance on any representation, information, or instruction received from You or any person believed to be authorized to act on Your behalf; (v) any action taken by a Company Party to enforce its rights under this EULA; or (vi) any inquiry, information request, subpoena, garnishment, levy, or other legal process by a third party related to Your use of the Software or other services offered by any Company Party; provided, however, that this provision does not apply to the extent that such Losses are the direct result of Company's own gross negligence, fraud, or willful misconduct.
In the event that a Company Party is a party, directly or indirectly, to any claim, dispute, or loss in connection with Your use of the Software or this EULA, You agree to indemnify and reimburse such Company Parties for all Losses incurred, including reasonable attorneys' fees and expenses. Company Parties shall have the exclusive right to defend, settle, or compromise any claim or demand instituted by any third party against Company or against Company and You. You hereby waive any and all rights You may have independently to defend, settle, or compromise any such claims or demands and agree to cooperate to the best of Your ability with any Company Party with respect thereto; provided, however, that Company may, in its sole discretion, authorize and require You to defend, settle, or compromise any such claim as Company deems appropriate at Your cost, expense, and liability. You agree to reimburse any Company Party on demand for any reasonable cost of collection any Company Party incurs in collecting any sums owed by You under this EULA and in defending any claims asserted by You in which any Company Party prevails, including all attorneys' fees, interest, and expenses.
12. COMPLIANCE WITH APPLICABLE LAWS; EXPORT CONTROLS
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. GENERAL
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 of this Section will be invalid and void.
13.2. Governing Law; Class Action and Jury Trial Waiver. 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.
Nothing in this EULA shall be construed as an admission, concession, or acknowledgment by Company that the laws of any particular state, territory, or jurisdiction govern or apply to event contracts offered, traded, or settled in relation to this EULA or through any exchange or clearinghouse accessible via the Software. Company expressly reserves all rights, arguments, and defenses with respect to the applicability or non-applicability of any state, territorial, or local law to event contracts, and no course of dealing, course of performance, or trade usage shall be deemed to create any such concession.
Except as provided by Section 13.3, 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 located in the County of Cook, State of Illinois, and You knowingly and irrevocably consent and submit to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AND COMPANY WAIVE THEIR RIGHT TO JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING INVOLVING YOU AND COMPANY. YOU SHALL NOT BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. YOU SHALL NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. BY ACCEPTING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE CUSTOMERS AGREED TO THIS AGREEMENT. THE PARTIES FURTHER 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.
13.3. Dispute Resolution. Any dispute, controversy, or claim between the parties arising out of or relating to this EULA that cannot be resolved by the parties will be settled by final and binding arbitration in accordance with the provisions of this Section.
13.3(a) Initial Dispute Resolution. You and Company agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Before either You or Company demands individual arbitration against the other, You will make a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. This requires first sending a written notice of the dispute (“Notice of Dispute”) to the other party. The Notice of Dispute must be on an individual basis and provide, at minimum, the following information: Your name; a description of the nature or basis of the claim or dispute; the email address associated with Your account; and the specific relief sought. Notification of Your intent to arbitrate must be sent by certified mail to Company at its office in Chicago, Illinois. For any dispute Company initiates, Company will send its Notice of Dispute to the email address associated with Your account. If the dispute is not resolved within sixty (60) days after receipt of the Notice of Dispute, either party may initiate binding arbitration. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Compliance with this Section 13.3(a) is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding.
13.3(b). Delegation. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, revocability, scope, validity, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity and has the right to impose sanctions on a party's failure to comply with this Arbitration Agreement.
13.3(c). Arbitration Rules and Procedures.
(1) Rules. The arbitration will proceed under the American Arbitration Association (“AAA”) Consumer Arbitration Rules and, where applicable, the AAA Mass Arbitration Supplementary Rules in effect at the time any demand for arbitration (a “Demand”) is filed, excluding any rules or procedures permitting class or representative actions and except as modified by this Arbitration Agreement (collectively, the “AAA Rules”). The AAA Rules are available at www.adr.org. The arbitration will be administered and resolved before a single arbitrator.
(2) Forum. The parties acknowledge, agree and stipulate that the arbitration proceedings will occur in Chicago, Illinois, or another mutually agreeable city, and be administered by the AAA. Each party will bear its own arbitration costs and an equal share of the arbitrator's fees.
(3) Fees. The parties agree that the AAA has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate (including as specified in Section 13.3(e) below regarding Mass Filings), provided that such modification does not increase the costs to You, and You further agree that You waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by the AAA does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before the AAA, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
(4) Demand Requirements; FRCP 11 Certification. Any Demand for arbitration must contain sufficient information to describe the claim(s) being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement by having created and/or maintained an account with Company. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator and/or the AAA may require amendment of any Demand that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with FRCP 11 for any claims the arbitrator determines to be frivolous or improper, including for any claim filed on behalf of a claimant who is not party to this Arbitration Agreement.
(5) Documents-Only Proceedings for Small Claims. If the amount in controversy does not exceed $10,000 and You do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents submitted by You and Company to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.
(6) Dispositive Motions. Subject to the applicable AAA Rules, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration.
(7) Limitation on Awards. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the AAA Rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of Section 10 (Limitations of Liability) of this EULA as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. The parties are responsible for their own attorneys' fees, and the arbitrator shall award attorneys' fees to the prevailing party in the arbitration only to the extent authorized under applicable substantive law governing the claims in the arbitration. In addition, Company is entitled to recover from You any attorneys' fees reasonably incurred in enforcing the terms of this Arbitration provision of this EULA.
13.3(d). Confidentiality. You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys (or other representatives assisting in the prosecution or defense of the arbitration), accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
13.3(e). Mass Filing / Batch Arbitration.
(1) Applicability. If twenty-five (25) or more similar arbitration demands (demands involving the same or similar facts or claims, and seeking the same or substantially similar relief, (“Demands”)) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to the AAA against Company within reasonably close temporal proximity (“Mass Filing”), the AAA Mass Arbitration Supplementary Rules shall apply and the provisions of this Section 13.3(e) shall supplement those rules. Where any inconsistency exists between this Section 13.3(e) and the AAA Mass Arbitration Supplementary Rules, this Section 13.3(e) shall govern.
(2) Batching. The parties agree: (i) to administer the Mass Filing in batches of one hundred (100) Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and to the extent there are fewer than 100 Demands remaining after batching, a final batch will consist of the remaining Demands), with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by the AAA in its discretion; (iv) that fees associated with a Demand for arbitration included in a Mass Filing, including fees owed by Company and the claimants, shall only be due after such Demand is included in a batch properly designated for filing, processing, and adjudication; and (v) that the staged process of batched proceedings, with each batch including up to 100 Demands, shall continue until each Demand is adjudicated or otherwise resolved.
(3) Process Arbitrator. In accordance with the AAA Mass Arbitration Supplementary Rules, the AAA may appoint a “Process Arbitrator” to resolve procedural and administrative issues common to the Mass Filing, including whether Demands satisfy filing requirements, disputes over conditions precedent, disputes regarding payment of fees, selection of merits arbitrators, and any other non-merits issues affecting case administration. Rulings by the Process Arbitrator will be final and binding upon the parties and the merits arbitrator appointed to each individual case, except where a merits arbitrator determines that the Process Arbitrator abused their discretion.
(4) Post-Batch Mediation. For arbitrations that are part of a Mass Filing, the results of the first completely adjudicated batch of Demands will be given to a mediator selected in accordance with the AAA mediation procedures. The selected mediator will try to facilitate a resolution of the remaining Demands in the Mass Filing. After the results of the first batch are provided to the mediator, Company, the remaining claimants and their counsel, and the mediator will have ninety (90) days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding Demands. If the parties are unable to resolve the outstanding Demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Company or any remaining claimant may opt out of the arbitration process and have the Demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out must be provided in writing within sixty (60) days of the close of the Mediation Period. If neither Company nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining Demands through further arbitration, the arbitrations will continue with the batching process described in Section 13.3(e)(2). Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to Demands in the Mass Filing.
(5) Statute of Limitations Tolling. The applicable statute of limitations shall be tolled for all Demands submitted but not yet heard from the time they are submitted. For the avoidance of doubt, if Your Demand for arbitration is included in a Mass Filing, any statute of limitations applicable to Your claims will remain tolled until Your Demand for arbitration is decided, withdrawn, or settled. This Section 13.3 shall in no way be interpreted as increasing the number of claims against Company or authorizing any claims not otherwise authorized by this Arbitration Agreement.
(6) Disagreements Regarding Batching. Any disagreement between the parties as to whether this Section 13.3 applies or as to the process or procedure for batching shall be resolved by the Process Arbitrator appointed by the AAA. The parties agree the Process Arbitrator may set forth such procedures as are necessary to resolve any such disputes promptly. The parties agree to cooperate in good faith with each other, the arbitrator, the Process Arbitrator, and the AAA to implement such a batch approach to provide for an efficient resolution of claims, including the payment of combined reduced fees set by the AAA in its discretion for each batch of claims.
13.4. Severability. This EULA applies solely to the extent permitted by law. If for any reason any provision of this EULA or portion thereof is found to be unlawful, void, or unenforceable, that part of this EULA will be deemed severable and shall not affect the validity and enforceability of the remainder of this EULA, which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of this EULA, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. Notwithstanding the foregoing, if the class action waiver set forth in Section 13.2 is found to be unenforceable as to a particular claim, then that claim (and only that claim) shall be severed and may proceed in court, but all other claims shall remain subject to arbitration.
13.5. Modification. Company will provide thirty (30) days' notice of any material changes to this EULA. If You continue to use Company's Software after the 30th day, You agree to be bound by the revised EULA, and further that any unfiled controversies and demands are subject to the revised EULA.
13.6. Third-Party Beneficiaries. You further agree and intend that this EULA is entered into for the express benefit of Your spouse, heirs, children, and next-of-kin and shall bind same to the extent of any claims arising from Your use of Company's Software which is brought by them or by any person for the use or benefit of Your spouse, heirs, children, and next-of-kin. Company agrees also that this EULA is intended to benefit and shall bind any successor-in-interest or assignee of Company.
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 the subject matter of the EULA. 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, not in this EULA. Any warranties or representations made in relation to the provision of such services or products 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.
13.8. Changes in Applicable Law or Regulation and Inability to Close Positions. You acknowledge and agree that trading in any particular event contract may be suspended or halted at any time and for any reason, including but not limited to action taken by the listing exchange, clearinghouse, any Company Party, or at the direction of any applicable regulatory authority, governmental body, or other competent supervisory or legal authority, such that You may be unable to close, liquidate, or otherwise exit an open position. You further acknowledge and agree that the laws, rules, and regulations governing event contracts, including the legality, availability, and tradability of such contracts, may change at any time and without prior notice. Such changes may include, without limitation, new legislation, regulatory action, judicial interpretation, or executive order at the federal, state, or local level, or in any foreign jurisdiction. In the event of any such change, or in the event that Your geographic location or place of residence changes such that the trading of event contracts is no longer permitted in Your jurisdiction, or not offered by the listing exchange, clearinghouse, or any Company Party in Your jurisdiction, You may be unable to enter into new event contract positions, maintain existing positions, or close out open positions. Company Parties shall have no liability to You for any losses, costs, or damages arising out of or related to any inability to trade, maintain, or close out event contract positions as a result of changes in applicable law, regulation, or listing exchange, clearinghouse, or any Company Party in Your geographic location. You are solely responsible for monitoring the legal and regulatory requirements applicable to You with respect to event contracts.
13.9. Statute of Limitations. To the fullest extent permissible by law, You may not bring any claim, regardless of form, arising out of or relating to this EULA or Your use of the Software or Documentation or any services provided by any Company Parties more than one (1) year after the cause of action arose.
13.10. Survival. All provisions of this EULA which by their nature extend beyond the expiration or termination of this EULA shall survive such termination or expiration, including, without limitation, Sections 8 (Intellectual Property Rights), 9 (Disclaimers), 10 (Limitations of Liability), 11 (Indemnity), 13.2 (Governing Law; Class Action and Jury Trial Waiver), 13.3 (Dispute Resolution), and 13.9 (Statute of Limitations).
13.11. Headings. All headings used herein are for convenience only, are not part of this EULA, and are not to be used in construing or interpreting any aspect of this EULA.
13.12. Counterparts. This EULA may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Last updated: 12 June 2026