Pre-Release Agreement

These are the rules one must agree in order to use our trading platform during pre-release phase.

Web Application is accessible at www.TradeDog.win. TradeDog is a trademark of Samurai Technology Corporation (“SAMURAI”), a Delaware Corporation.

This Pre-release web application agreement (the "agreement") governs your use of the pre-release web application (the “application”) (defined below) provided by Samurai Technology Corporation, and/or its affiliates ("SAMURAI”). You will be required to indicate your agreement to this agreement in order to access the application by clicking on the "Yes" or “I Accept” button (or other button or mechanism designed to acknowledge agreement to the terms of this agreement), or by accessing the application, you are consenting to be bound by this agreement.

Note: This is the only agreement between you and SAMURAI governing your use of the pre-release Web Application, and this agreement shall supersede any other terms of use or license agreement that may appear during usage of the pre-release Web Application.

If you are unwilling to agree to this agreement, do not click on the "Yes" or " I Accept" button (or other button or mechanism designed to acknowledge agreement to the terms of this agreement) and do not access, or otherwise use the application.

1. DEFINITIONS: “Pre-release Web Application” (The “APPLICATION”) means the pre-release version of the SAMURAI web application, service, technology identified and accessible at www.TradeDog.win, whether labeled as alpha, beta, pre-release, preview or otherwise, provided to you by SAMURAI under this Agreement. A pre-release web application may include any enhancements, updates, upgrades, derivatives or bug fixes to such web application, service or technology, and any documentation, add-ons, templates or sample data sets as provided by SAMURAI.

“Strategies” means the articles, reports, whitepapers, research papers that you upload or submit to the pre-release web application and the resulting trades built for you using the pre-release web application.

“Trades” means the Strategy build with one or more financial instruments such as stocks, options, futures contracts, forex pairs and executed on an exchange through a brokerage account.

“Data” means the raw data you upload or submit to the pre-release web application and the processed result of the raw data generated by you using the pre-release web application.

“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to SAMURAI in connection with your use of the pre-release web application. Feedback does not include Strategies, Data unless submitted or communicated by you to SAMURAI as part of Feedback.

“Internal Purposes” means internal personal use of strategies with your computer systems, networks, devices and data for the purposes of internal testing and evaluation of the pre-release web application strategies and/or trades in order to provide feedback to SAMURAI regarding the pre-release web application as well as to gain personal profits by executing such strategies via brokerages on designated exchanges. Such use does not include the use of your systems, networks or devices as part of the services you provide for a third party's benefit.

2. PRE-RELEASE WEB APPLICATION LICENSE: Subject to your compliance with the terms & conditions of this Agreement and payment of monthly subscription fees, SAMURAI grants you a non-exclusive, non-sublicensable, nontransferable, revocable, limited license during the term of the Agreement to access the pre-release web application at www.TradeDog.win via secure communication mechanics, only in connection with and solely for Personal Purposes. Commercial usage of this pre-release web application is prohibited and such usage is a violation of this agreement.

3. LICENSE RESTRICTIONS: Except as expressly authorized in this Agreement or by SAMURAI, you will not, and will not permit any third party to: (i) access or use the pre-release web application for any other purposes; (ii) copy the pre-release web application; (iii) modify, adapt, or create derivative works of the pre-release web application; (iv) rent, lease, loan, resell, transfer, sublicense or distribute the pre-release web application to any third party; (v) use or offer any functionality of the pre-release web application on a service provider, service bureau, hosted, web application as a service, or time sharing basis; (vi) decompile, disassemble or reverse-engineer the pre-release web application or otherwise attempt to derive the pre-release web application source code, algorithms, methods or techniques used or embodied in the pre-release web application; (vii) disclose to any third party the results of any benchmark tests or other evaluation of the pre-release web application, or (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the pre-release web application; (ix) interfere with or disrupt servers or networks connected to any website through which the pre-release web application provided; or (x) use the pre-release web application to collect or store personal data about any person or entity.

Any consultant, contractor, or agent hired to perform services for you may operate the pre-release web application on your behalf under these terms and conditions, provided that: (a) you are responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to you; (b) such use is only in connection with your Personal Purposes; (c) such use does not represent or constitute an increase in the scope of the licenses provided hereunder, and (d) you remain fully liable for any and all acts or omissions by such third parties related to this Agreement. Any violation of this section shall be a material breach of this Agreement subject to immediate termination of this Agreement and associated services for which no notice from SAMURAI shall be required.

4. CONFIDENTIALITY: You agree to hold the pre-release web application (including all intellectual property rights therein, such as any patents, inventions, copyrights, design rights, trade secrets, and know-how) and any related information (“Confidential Information”), whether in oral or written form, confidential. Confidential Information may include information relating to features, functionalities, improvements, code, pricing, business strategies, web application roadmaps, development plans, marketing materials, data sets, customer lists or other proprietary third-party information. You will hold such Confidential Information in strict confidence and not use or disclose the Confidential Information, in whole or in part, except as expressly permitted in this Agreement. You shall have no obligation to maintain the confidentiality of any information which: (a) is/or becomes publicly available without breach of this Agreement; (b) is rightfully received by you from a third party without an obligation of confidentiality and without breach of this Agreement; (c) is developed independently by you without access to or use of the Confidential Information; or (d) has been approved for release by written authorization of the party that owns the Confidential Information.

You will notice immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by you or your personnel and will cooperate with SAMURAI in every reasonable way to help SAMURAI regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. You acknowledge that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information will cause SAMURAI irreparable injury for which there are inadequate remedies at law, and therefore, SAMURAI will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

5. TERM AND TERMINATION: This Agreement will be effective from the earlier of (a) the date it is accepted by you and (b) the date on which you first accessed a copy of the pre-release web application and shall continue until deactivated. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. This Agreement will terminate automatically upon the end of the pre-release web application project as identified on the Cover Page or upon official release (if any) of the pre-release web application, whichever is earlier.

6. OWNERSHIP: SAMURAI, its suppliers and/or its licensors own all worldwide right, title and interest in and to the pre-release web application, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copyrights with respect to computer web application, web application design, web application code, web application architecture, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases, moral rights, trade secrets and other rights with respect to confidential or proprietary information, know-how, other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, strategies, trades, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing). Except as expressly stated in this Agreement, SAMURAI does not grant you any intellectual property rights in the pre-release web application, and all right, title, and interest in and to all copies of the pre-release web application not expressly granted remain with SAMURAI, its suppliers and/or its licensors. The pre-release web application is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the pre-release web application is licensed on a month to month basis and not sold.

7. FEEDBACK: SAMURAI, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the pre-release web application or any related or subsequent versions of such pre-release web application. In the event SAMURAI uses your Feedback, you grant SAMURAI an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sub licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any SAMURAI web application, service, technology, content, material, specification or documentation. You warrant that the Feedback does not infringe any copyright or trade secret of any third party and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require SAMURAI to comply with any additional obligations with respect to any SAMURAI web application or service that incorporates your Feedback.

8. DATA: You hereby grant SAMURAI a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and improving the pre-release web application. SAMURAI (or its sublicensees) may exercise such license for purposes of providing, maintaining, repairing, administering and improving the pre-release web application or in developing new web applications or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. You represent, warrant and agree that the Data and other materials you provide or make available to SAMURAI will include only information relevant to the pre-release web application and the use thereof and will not include any personally identifiable information or any protected health data. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the pre-release web application and for your conduct while using the pre-release web application. You acknowledge and agree that: (a) you will evaluate and bear all risks associated with the use of any Data; (b) you are responsible for protecting and backing up the Data; (c) you are responsible for protecting the confidentiality of any Data; and (d) under no circumstances will SAMURAI be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. SAMURAI has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.

9. WARRANTY DISCLAIMER: The pre-release web application is provided “as is” SAMURAI disclaims any and all warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and warranties arising out of course of dealing or usage of trade or by statute or in law. SAMURAI specifically does not warrant that the pre-release web application will meet your requirements, the operation or output of the pre-release web application will be error-free, accurate, reliable, complete or uninterrupted. SAMURAI is not obligated to support, update or upgrade the pre-release web application.

10. TRADING DISCLAIMER: All trade results shown on this website are based on historic performances and have many inherent limitations, some of which are described below. No representation is ever being made that any trading based on the strategies suggested on this website will or likely achieve profits or losses similar to those shown on this website.

There are many sharp differences between historic performance results and the actual results subsequently achieved by any trading. One of the limitations of historic performance results is that they are prepared with the benefit of hindsight. In addition, historic trading does not involve financial risk and no historic trading record can completely account for the impact of financial risk in actual trading.

11. NO RELIANCE: SAMURAI has no obligations about any forward-looking statements made in connection with or in the course of providing the pre-release web application. Forward-looking statements are statements regarding future SAMURAI events, web application offerings, web application performance, the customer uses or the expected financial performance of SAMURAI. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially. SAMURAI does not assume any obligation to update any forward-looking statements made during the pre-release web application project. In addition, any information about our roadmap outlines our general web application direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. SAMURAI undertakes no obligation either to develop the features or functionality described in the forward-looking statement or to include any such feature or functionality in a future release, including those you are reviewing as a part of this pre-release web application. You expressly acknowledge that the pre-release web application has not been fully tested and may contain defects or deficiencies which may not be corrected by SAMURAI, that the pre-release web application may undergo significant changes prior to the release of the corresponding generally available final version.

12. LIMITATION OF LIABILITY: In no event will SAMURAI be liable to you for any special, indirect, incidental, consequential or punitive damages (including loss of use, data, or profits, losses, business interruption, or costs of procuring substitute pre-release web application) arising out of or in connection with this agreement or the use or performance of the pre-release web application, whether such liability arises from contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not SAMURAI has been advised of the possibility of such loss or damage. The parties have agreed that these limitations will survive and apply even if any remedy is found to have failed of its essential purpose. Without limiting the foregoing, SAMURAI will have no liability or responsibility for any business interruption or loss of data arising from the automatic termination of the license rights granted herein and any associated cessation of the pre-release web application functions or any unanticipated or unscheduled downtime for any reason or any deletion, corruption or damage of data on or through the pre-release web application. SAMURAI's total cumulative liability to you, from all causes of action and all theories of liability, will be limited to and will not exceed one hundred dollars ($100). Because some states or jurisdictions do not allow limitation or exclusion of consequential or incidental damages, the above limitation may not apply to you.

13. PRIVACY: You acknowledge that SAMURAI and its providers may obtain information and data from you in connection with your registration, and use of the pre-release web application, including, without limitation, personal information. SAMURAI may also collect and process technical and related environmental or performance information about your use of the pre-release web application (which may include, without limitation, data ingest volume, search concurrency, number of unique user log-ins, Internet protocol addresses, operating system, configuration information, application web application, session duration, page view, operational use, and other such information) and use this information to support and troubleshoot issues, provide updates, analyze trends and improve SAMURAI’s products or services. You hereby consent to SAMURAI and its providers maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any, in conformity with SAMURAI Privacy Policy, which may be updated from time to time). You further consent to receive electronic communications and notifications from SAMURAI in connection with your use of the pre-release web application.

14. EXPORT OR ACCESS FROM CERTAIN COUNTRIES: You will comply fully with all relevant export laws and regulations of the United States, and any other country (“Export Laws”) where you use any of the pre-release web application. You represent and warrant that you are not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further represent and warrant that you shall access from any restricted countries, or transfer the pre-release web application to restricted end users or use the pre-release web application in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons-related end uses. You understand that the requirements and restrictions of the Export Laws may vary depending on the specific pre-release web application and may change over time, and that, to determine the precise controls applicable to the pre-release web application, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.

15. GOVERNMENT END USER RIGHTS: You acknowledge that all pre-release web application and Confidential Information were developed entirely at private expense and that no part of the pre-release web application or Confidential Information was first produced in the performance of a Government contract. You agree that the pre-release web application and any derivatives thereof are "commercial items" as defined in 48 C.F.R. § 2.101, and if you are a U.S. Government agency or instrumentality or if you are providing all or any part of the pre-release web application or any derivatives thereof to the U.S. Government, such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial web application and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the pre-release web application is licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to this Agreement and any related agreement(s), as applicable. Accordingly, you will have no rights in the pre-release web application except as expressly agreed to in writing by you and SAMURAI.

16. CHOICE OF LAW AND DISPUTES: For other than the U.S. Government as a party, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the parties hereby consent to personal jurisdiction and venue therein.

17. GENERAL: All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, the operation of law or otherwise. You acknowledge that SAMURAI may assign, subcontract or delegate any of its rights or obligations under this Agreement. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the pre-release web application and Confidential Information and shall supersede any and all prior or contemporaneous agreements, communications, and understandings, written or oral, relating to such subject matter. This Agreement is limited to the use of pre-release web application and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with SAMURAI. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

If you have questions or do not understand any part of this Agreement, please stop using the pre-release web application immediately and email to support@tradedog.win with “Pre-release Agreement” in the subject area.
Updated September 18, 2018.