Terms of use

Welcome to AlertDragon!

The terms and conditions of this agreement (the “Agreement” or the “Terms of Use”) govern the use of the platform AlertDragon (the "Platform") owned and operated by MAS Ventures LLC dba AlertDragon (“AlertDragon,” “we,” “us,” or “our”), and that is made available through the AlertDragon website at www.alertdragon.com (the “Site”) by users who register to use the Platform ("Trader"). This Agreement applies to all Traders and visitors accessing and using the Platform and the Site (collectively, "User," “you,” or “your”).You may only use the Platform if you have an account with us ("User Account") and agree to this Agreement.

‍Please read the terms of this Agreement carefully before using the Platform. This Agreement controls your legal relationship with us, and the rights you are granting to us when you use the Platform. THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. By using the AlertDragon Platform, you recognize, understand, and accept the risk inherent in automated trading. While we have used commercially reasonable efforts to provide best in class technology and service providers, the operation of the Platform cannot and will not be error or interruption free.

1. Acceptance

By accessing and using the Platform, you agree to accept and abide by this Agreement for each and every use of the Platform. You represent and warrant that you are entering this Agreement on your own behalf and not on behalf of any organization or other individual. If you do not agree with all the terms and conditions of this Agreement, please do not access or use the Platform.By agreeing to this Agreement, you are also agreeing to the terms of our Privacy Policy, available at www.alertdragon.com/privacy-policy, which is hereby incorporated by reference.

2. Updates

We reserve the right to modify this Agreement at any time by posting an updated Agreement on the Platform. We may also, at our sole discretion, provide registered Users with an email notice of changes. You are responsible for regularly reviewing this Agreement and your continued use of the Platform after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. If any modification is unacceptable to you, you shall cease using the Platform. If you have any questions about this Agreement, you may contact us at hello@alertdragon.com.

3. Eligibility to Use the Platform

3.1 Age of Majority. You may only access the Platform if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 years old or older to access or use the Platform. Any access or use of the Platform by anyone under 18 is strictly prohibited and in violation of this Agreement.

3.2 United States Only. Our Platform is located within the United States and is not intended to be subject to any non-US jurisdiction or law. The Platform may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws and regulations in
using the Platform. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose, at our sole discretion.

4. Our Platform

4.1 In General. The Platform provides Traders with an active AlertDragon subscription (“Subscription”) with the features and functions that we make available to you based on your Subscription and as indicated on the Site. The Platform connects to the Trader’s charting software (such as Trading View) (“Charting Software”) which displays stock market data and allows Traders to create their own indicators and algorithms that provide buy or sell notifications, alerts, and other Trader-defined parameters (“Trigger Price”). The Platform allows you to create a minimum and or a maximum Trigger Price at the the time you turn automated trading on via your AlertDragon Dashboard (“Trade Size Limit”). When a Trigger Price is obtained from the Charting Software, the Platform automatically executes a trade through the Trader’s brokerage account(s) that are available through integrations on the platform ("Permitted Brokerage"). Due to the latency inherent in the process and operation of the Platform, there may be differences between the Trigger Price and the price at which the trade is executed through the Permitted Brokerage (“Fill Price”). Users can turn on and off automated trading via their AlertDragon dashboard.

4.2 Updates to the Platform. We reserve the right, without prior notice, to amend, modify, and stop providing the Platform to you and Users generally, or create usage limits for the Platform, at any time in our sole discretion. The Platform is provided “as is,” and you acknowledge and agree that you will not rely on any existing features of the Platform being available in the future, nor any proposed updates or additional services becoming available.

5. Platform Disclaimers

5.1 Risk of Automated Trading. Any type of active and/or automated trading involves significant risk and may not be appropriate for individuals that have a low risk tolerance or Users who do not understand such risks. We do not represent or warrant that automated trading is appropriate for each User, and we further do not represent, warrant, guarantee or in any other way endorse any of the trading methodologies or algorithms discussed, displayed, distributed, or otherwise made available on the Platform. By connecting to algorithms or other automated trading tools, whether created by you or a third party, you are assuming all risks associated with such trading tools, and you specifically release us from all liability associated with your use of such tools.

5.2 Account Monitoring. Automated trading functionality is not designed to allow you to leave your computer, screen or mobile phone unattended. If you use any automated trading functionality, you hereby acknowledge and agree that there are numerous factors that may cause the automated trading functionality to send orders that you do not want, and/or fail to send orders that you do want (including, without limitation, ISP failure, power failures or surges, improperly designed strategies, and software or system design limitations, flaws or errors). You hereby acknowledge and assume all risks, both known and unknown, associated with using any automated trading functionality, and agree that it is your responsibility to understand precisely how it works before using it, to monitor the trading activity in your Account at all times, and to immediately take corrective action when necessary.

5.3 Authorization. When you turn on automated trading from your AlertDragon dashboard, you are providing the Platform with limited authorization to execute trades based on the Trigger Price from your Charting Software and through your Permitted Brokerage account(s) (“Automated Trading Request”). You recognize and agree that we do not monitor or otherwise review Automated Trading Requests, and you are solely responsible for establishing your applicable trading strategies and for turning Automated Trading Requests on or off via your AlertDragon Dashboard.

5.4 Platform Availability. We do not make any warranty, guarantee, or representation that the Platform will be available at all times or that it will be error or interruption-free. The access to your User Account, the response and performance of the Platform, and trade executions may be adversely affected as a result of software errors, high volume of internet traffic, server outages, market volatility or fluctuations, and other related factors. The unavailability of the Platform can result in cancellation or delay of a trade execution, and AlertDragon has no responsibility for such interruptions and you solely assume those risks.

5.5 Downtime and Latency. Although we do our best to use reliable cloud providers such as Amazon Web Services, downtimes will occur. Additionally, there is latency between the time the Charting Software logs a trade request and the time the Platform processes and executes a trade through the Permitted Brokerage. Typically this time is measured in milliseconds, but it can vary depending on factors outside of our control. This latency can cause differences in
the Trigger Price and actual Fill Prices the Trader receives in their Permitted Brokerage account. You acknowledge and agree that we cannot and will not be liable or responsible for downtime or latency that is outside of our reasonable control.

5.6 No Financial Advice. We do not act in any way except as a provider of technology to Traders with an active subscription to our Platform. We do not offer any financial, investment, legal or tax advice, or provide any other kind of advice, opinions, or recommendations. We do not offer or solicit the purchase or sale of any stocks through the Platform. Any content presented on the Platform or the Site is for informational purposes only.

5.7 No Endorsement or Partnership. We do not select, recommend, or endorse any financial services, brokerage companies, or any third party algorithms, data, content, or information provided on or linked through the Platform. We are not a partner, joint venture, employer, or affiliated in any way with any financial services or brokerage companies that may connect to or integrate with the Platform. This Agreement does not apply to any financial advice, technology, or brokerage services provided by a third-party service provider to you, including any market analysis services provided by a third party.

5.8 Third-Party Connectors. The Platform uses retrieved authentication tokens from Permitted Brokerages and webhooks sent by Charting Software to execute trades in your Permitted Brokerage account. The Platform relies on the continuing availability of such webhooks and authentication mechanisms to function (“Connectors”). The Connectors are controlled by third parties, and we cannot guarantee that they will continually be available for use by the Platform. We cannot and will not be liable for the availability, or unavailability, of any Connectors, whether temporarily or permanently.

5.9 No Guaranteed Success. We may display testimonials and case studies on our Platform that reflect the successful experience of other Users, and such information shall not be an indication of future success or a guarantee of profits by you when executing any trades on the Platform.

5.10    Third-Party Content. AlertDragon does not warrant or guarantee the accuracy, reliability, or usefulness of any of the information, content, advertisements, strategies, algorithms or Third-Party Services or Third-Party Content (as those terms are defined in Section 14) contained, distributed, linked, or accessible on or through the Platform.

6. Access to the Platform

6.1 Right to Access. We grant you, and you alone, a non-exclusive, non-transferable, non-assignable, and revocable right to access and use the Platform subject to the terms and conditions of this Agreement. The rights granted herein are subject to the payment of all Subscription Fees (defined herein) specified on the time of registration on the Platform and the Platform shall be available to you during the Subscription Period (defined herein) specified at the time of registration. You may access and use the Platform for its intended purpose, in accordance with the terms and conditions set forth in this Agreement, and in accordance with all applicable laws.

6.2 Permitted Brokerages. You may only connect your User Account to one or more of the Permitted Brokerages for which the Platform has established integrations for. You recognize and agree that our selection and integration with Permitted Brokerages is not an endorsement of the services of such Permitted Brokerages, nor is it confirmation by us that the integration between the Platform and the Permitted Brokerage is permitted under any terms of use, user agreement, or any other agreement between you and such Permitted Brokerage to which we are not a party. You agree to only use the Platform to connect to Permitted Brokerage accounts for which you are the owner and/or have all necessary rights and permissions to access and use as intended under this Agreement. We reserve the right to add, remove, or modify the list of Permitted Brokerages at any time and in our sole discretion.

6.3 Limitations. The rights granted herein are limited to AlertDragon’s and its licensor’s Intellectual Property Rights (as defined herein) in the Platform. Software products not proprietary to AlertDragon, including, without limitation, Third-Party Services, are licensed separately from their respective proprietary owner(s).

6.4 Prohibited Uses. Without limitation, in using the Platform, you agree to not:

6.4.1 Reproduce, duplicate, copy, sell, resell, or exploit for commercial purposes any portion of the Platform, use of the Platform, or access to the Platform, without our express written consent;

6.4.2 Share nonpublic features of the Platform or content available on the Platform with any thirdparty;

6.4.3 Use the Platform in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes;

6.4.4 Use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law;

6.4.5 Modify or create derivative works based upon the Platform;

6.4.6 Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with aperson or entity;

6.4.7 Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on the Site or contained in the software used to provide the Platform;

6.4.8 Use or access the Platform to provide service bureau, time-sharing, or other computer hosting services to third-parties;

6.4.9 Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

6.4.10 Disrupt or interfere with the security of, or otherwise abuse, the Platform, system resources, accounts, servers, or networks connected to or accessible through the Platform or affiliated or linked to the Platform;

6.4.11 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Platform;

6.4.12 Access, tamper with, or use non-public areas of the Platform. Unauthorized individuals attempting to access these areas of the Platform may be subject to prosecution;

6.4.13 Disrupt or interfere with any other Users' enjoyment of the Platform;

6.4.14 Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission;

6.4.15 Access the Platform in order to build a similar or competitive product;

6.4.16 Frame or link to the Platform except as permitted in writing by us; or

6.4.17 Use or share your account with other Users or third parties.

6.5 Non-Professional Subscriber Status. The Platform may contain content, or provide access to content, that includes real-time market data from exchanges (e.g. NYSE) for Users, and we are only permitted to provide such content to Nonprofessional Subscribers. “Nonprofessional Subscriber" refers to any natural person who receives market data solely for his/her personal, non-business use. To the extent, if any, that you access marketing data via the Platform, you confirm that following:

6.5.1 You use market data solely for personal use, not for your business or any other entity;

6.5.2 You are not registered or qualified with the Securities Exchange Commission (SEC) or the Commodities Futures Trading Commission (CFTC);

6.5.3 You are not registered or qualified with any securities agency, any securities exchange, association or regulatory body in any country;

6.5.4 You do not perform any functions that are similar to those that require an individual to register or qualify with the SEC, the CFTC, any other securities agency, any securities exchange, or association or regulatory body, or any commodities or futures contract market, or association or regulatory body;

6.5.5 You are not engaged as an investment advisor (as that term is defined in Section 202 (a) (11) of the Investment Advisor's Act of 1940) or asset manager and you are not engaged to provide investment advice to any individual or entity;


6.5.6 You are not subscribing to the service in your capacity as a principal, officer, partner, employee, or agent of any business or on behalf of any other individual;

6.5.7 You use your own capital, not provided by any other individual or entity in the conduct of yourtrading;

6.5.8 You do not conduct trading for the benefit of a corporation, partnership, or other entity;

6.5.9 You have not entered into any agreement to share the profit of your trading activities or receive compensation for your trading activities; and

6.5.10 You are not receiving office space, equipment, or other benefits in exchange for your trading or work as a financial consultant to any person, firm, or business entity.

7. AlertDragon Responsibilities

7.1 Platform Support. We will provide Platform support for Traders with an active Subscription on the Platform. Traders can submit help desk ticket requests by logging into their AlertDragon User Account and accessing the “Support” tab. We will make reasonable efforts to respond to all support requests within twenty-four (24) hours, except for weekends and federal holidays. However, no guarantees or warranties of any kind are given that support requests will be resolved within any particular time frame or that we will satisfactorily answer or resolve any requests.

7.2 Updates to the Platform. We may make revisions, bug-fixes, patches, or other alterations to the Platform intended to correct an error on the Platform or where required to correct a breach of warranty or other violation of this Agreement or applicable law via releases (“Update”). Updates will be made generally and commercially available to you without levying an incremental fee and will be pushed to you automatically and no action is required on your part. The terms and conditions of this Agreement will govern any Updates provided by us unless such release is accompanied by an updated Agreement, in which case the updated Agreement shall control to the extent it conflicts with this Agreement.

8. User Account

8.1 Account Creation. You must create a User Account to access and use the services and featuresprovided by the Platform. In creating your User Account, you must: (i) provide complete, accurate, and current contactinformation, including your name, mailing address, email address, and phone number (“Contact Information”); (ii) connectyour associated Charting Software and Permitted Brokerage account; (iii) create a username and password("Credentials"); and (iv) complete payment for applicable fees through our Payment Processor (as defined below). You aresolely responsible for safeguarding your User Account and Credentials, and we shall not, in any way, be responsible foryour intentional or unintentional alteration, deletion, or misuse of your Contact Information. You may edit your ContactInformation and how you interact with the Platform by logging into your account and changing the settings on your “AccountSettings” page or by contacting us at hello@alertdragon.com.

8.2 Account Security. You may not transfer to, sell, or share your User Account with other Users or third-parties. You are responsible for maintaining the confidentiality of your Credentials and account, and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your Credentials or User Account or any other breach of security, and ensure that you exit from your User Account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

8.3 Account Monitoring. The Platform provides you with the ability to automate trading, but you shall regularly monitor your account to ensure, without limitation, that your account integrations, such as with your Charting Software and Permitted Broker account(s) are up-to-date, and to verify the status of any Automated Trading Requests. We may, in our discretion, provide you with notices and reminders to check your account and/or Automated Trading Requests on a regular basis. We may also disable Automated Trading Requests from your account if: (i) we have reason to suspect unauthorized or suspicious use of your User Account; (ii) if you fail you log into your User Account for ten (10) days (or other such period of time established by us); or (iii) for any other reason in our sole discretion. You are required to comply with any notices provided to you, either through the Platform or otherwise, and we cannot and will not be liable for any losses or damages that may occur, such as by our disabling of Automated Trading Requests, that are due to your failure to promptly respond and/or comply with any notifications from us. While we may provide notices to you under as provided in this section, we in no way represent or warrant that such notices will be provided, or if provided, that such notices will be timely or otherwise prevent any loss to you. By using the Platform, you accept full responsibility for any action or inactions which occur under your User Account.

8.4 Consent to Receive SMS Messages. As a condition to your use of the Platform, you consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates, or anyone communicating on our behalf at the specific number(s) you have provided to us, with service-related information, Automated Trading Request information, including ticker, time, and number of trades remaining for the user's account, questions about your use of the Services, and/or User Account and marketing information. You represent and warrant that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. AlertDragon and our agents, representatives, affiliates, and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails, or other means. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. You may opt out of all SMS messaging at any time by replying with “STOP” to any automated SMS message, but in doing so you acknowledge that important information about your User Account, including Automated Trading Requests and other trading activity, may not be received by you in a timely manner and you specifically relieve us of all liability that may have been avoided or reduced through your receipt of SMS messaging from us.

8.5 Representations and Warranties. By creating your User Account, you represent and warrant that: (i) your Contact Information and your Charting Software and Permitted Brokerage account information is accurate and updated; (ii) you have and will continue to comply with all federal, state, and local laws, and regulations applicable to your use of the Platform for its intended purposes; and (iii) you agree to be bound by the terms of this Agreement.

9. Subscriptions and Payments

9.1 Fees. Your access and use of the Platform is subject to the payment of all subscription fees as specified at the time of registration on the Platform ("Subscription Fees"). Subscription Fees are billed to you in advance on a recurring and periodic basis as specified on the Platform at the time of registration ("Subscription Period"). Generally our Subscription Periods run month-to-month, but we reserve the right to modify available Subscription Periods, such as by offering an annual Subscription Period, by providing Subscription options through the Platform. Unless stated otherwise, all Subscription Fees are payable in U.S. Dollars.

9.2 Recurring Payments. You authorize us to charge you on a recurring basis as specified on the Platform at the time of purchase. If we do not receive payment from our Payment Processor (as defined below), or if your payment method expires or is rejected, you agree to pay all amounts due upon demand. Following such non-payment, we may require you to provide a second valid payment method to our Payment Processor before continuing to use the Platform. You authorize us to charge outstanding Subscription Fees and other amounts due through our Payment Processor. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your credit card statement. If you do not bring them to our attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies.

9.3 Limited Refund Policy. Traders may receive a refund if they cancel their Subscription within the first fourteen (14) days of the Subscription Period (“Refund Period”). After the Refund Period, all Subscription Fees become non-cancellable and non-refundable when paid, and no refunds will be permitted if you delete your User Account prior to the end of the Subscription Period. You may also be entitled to a refund of applicable Subscription Fees on a case-by-case basis if we make material changes to the Platform or to this Agreement, including without limitation, if we (1) stop providing integrations with the Trading Software you connect to your User Account, or (2) modify or remove Permitted Brokerages which you have previously connected to your User Account.

9.4 Price Changes. We reserve the right to revise any Subscription Fees at any time prior to your initial purchase and at any time thereafter before the renewal of the Subscription Period. Any Subscription Fee adjustment will become effective at the end of the then-current Subscription Period. We will provide you with reasonable notice prior to any change in the Subscription Fee to give you an opportunity to terminate your User Account before such change becomes effective. Your continued use of the Platform after the Subscription Fee adjustment comes into effect constitutes your agreement to pay the updated Subscription Fee amount.

9.5 Payment Processing. All payments made through the Platform are made and processed through a third-party payment processor such as Stripe (“Payment Processor”). We do not access or store any financial information, including without limitation, credit card numbers, bank account numbers, or any other information by which a charge can be made. By utilizing Stripe or any other third-party payment processor, you are agreeing to their separate Terms of Service and/or Privacy Policy. We reserve the right to change the Payment Processor at any time. You understand and agree that we will not be held liable for any failure by you to complete a transaction through a Payment Processor on the Site. We are in no way responsible for resolving any dispute, support, penalty, or issue of any nature that may occur between you and the Payment Processor.

10. Suspension and Termination

10.1 Termination by You. You may terminate this Agreement at any time by deleting your User Account by going to “Account Settings” and then clicking “Billing Portal” and following the instructions provided by our Payment Processor. You may also cancel your subscription by contacting us at hello@alertdragon.com. You may also cancel the renewal of any Subscriptions prior to the end of the Subscription Period either through your “Account Settings” page or by contacting us at hello@alertdragon.com. If you cancel your Subscription, you will still be able to access your User Account but you will not be able execute any trades.

10.2 Failure to Pay Fees. If any Subscription Fees are not received from you when due, in addition to the other rights and remedies available and at our discretion, your ability to execute Automated Trading Requests will be immediately suspended until you provide updated payment information and such payment is received by us. Any Automated Trading Requests that are active under your account at the time of suspension will be turned off, and you will have to manually turn each trade request back on after your full access to the Platform is restored. WE WILL NOT BE LIABLE FOR ANY LOSSES WHATSOEVER INCURRED BY YOU RELATED TO YOUR FAILURE TO PAY UNDISPUTED FEES IN ACCORDANCE WITH THIS SECTION.

10.3 Suspension or Termination by AlertDragon. We, without prior notice, may suspend or terminate your use of the Platform, or any components or features thereof, at any time if, in our sole discretion, your use of the Platform is in violation of this Agreement or applicable law, or if we otherwise reasonably believe that your use of the Platform could cause damage to the Platform, the rights of other Users, or for any other reason, even if not expressly set forth in this Agreement. Our right to suspend and/or terminate your account does not limit our right to seek any other remedy available to us through this Agreement or at law.

10.4 Effect of Termination. Suspension or termination of your User Account may result in the deletion of your Contact Information and other account information that is saved in or associated with your User Account. Upon suspension or termination of your User Account, you agree to immediately stop accessing or using the portions of the Platform which require a registered account and/or Subscription.

10.5 Preservation of Your Account Information. We reserve the right, but not the obligation, to maintain your User Account information even after you cancel your Subscription or terminate your account with us. You acknowledge and agree that we may preserve your account information and may also disclose your account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) enforce this Agreement; or (iii) protect our rights, property, or personal safety of other Users or the public. Additionally, we may maintain your User Account Information, excluding Permitted Brokerage account information, to provide you with the opportunity to restart a Subscription after cancellation. If you wish for all of your User Account information to be deleted, you should follow the steps provided in the ‘Termination by You’ Section of this Agreement. For more information about how we may use or store your User Account information, including personal information, please see our Privacy Policy.

11. Proprietary Rights

11.1 Definition of Intellectual Property Rights. “Intellectual Property Rights” means any and all of the following in any and all jurisdictions throughout the world (whether registered or unregistered): (a) patents and patent applications (including continuations, continuations-in-part, divisional, reexaminations, reissues and extensions thereof); (b) copyrights; (c) trademarks, trade dress, service marks and other similar designations of source of origin, together with the goodwill symbolized by or associated with the foregoing; (d) trade secrets; and (e) all other proprietary or intellectual property rights under any law or international conventions throughout the world, including all registrations of, and applications for, any of the items described in the foregoing clauses (a)-(e) (inclusive).

11.2 Reservation of Rights. We reserve all Intellectual Property Rights in and to the Platform. You acknowledge and agree that this Agreement does not grant you any title or right of ownership in or to the Platform, or to any enhancements, customizations, integrations, modifications, suggestions, Feedback (as defined below), features or feature requests, or improvements that are developed, associated, or integrated into the Platform. You shall not take or cause any action inconsistent with or which would impair the rights of AlertDragon or its licensors in the Platform.

11.3 Proprietary Notices. The Platform may contain proprietary notices and/or attribution notices that shall not be removed, modified, or obstructed by you in any way. The AlertDragon tradename and trademark, our logo, and all other service marks or trademarks of third parties provided on the Platform (“Marks”) are trademarks or registered trademarks of AlertDragon , its affiliates, partners, and licensors, or the respective third party owner. You may not use, copy, reproduce, republish, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity, without our prior written consent.

11.4 Feedback. “Feedback” means any communications or materials sent or transmitted from you to us suggesting or recommending changes to the Platform, including but not limited to new features or functionality relating thereto, or any comments, questions, or the like. By submitting Feedback to us directly or through the Platform, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) we are under no obligation of confidentiality, expressed or implied, with respect to the Feedback; (c) we may use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Feedback already under consideration or in development; (e) your Feedback automatically become the property of AlertDragon, without any obligation of AlertDragon to you; and (f) you are not entitled to any compensation or reimbursement of any kind from AlertDragon under any circumstances.

12. Confidentiality

12.1 Definition of Confidential Information. “Confidential Information” means all confidential information disclosed under this Agreement or through the Platform, that a reasonable person would consider confidential, including without limitation, non-public features or components of the Platform, Trading Data (as defined below), and any Charting Software or Permitted Brokerage account information you connect to the Platform. Confidential Information shall not include any information that: (a) is or becomes generally known or available to the public through no fault of the receiving party; (b) is already known by the receiving party at the time of disclosure through no wrongful act of the receiving party; (c) is furnished by a third party with the right to do so; (d) is independently developed by the recipient without use of or reference to the Confidential Information provided herein; or (e) is considered Feedback as that term is defined herein.

12.2 Nondisclosure. The parties agree that during the performance of this Agreement each may receive Confidential Information of the other party or other third parties who have entrusted either party with the safeguarding of such Confidential Information. The parties agree not to use or disclose any Confidential Information except for the purpose of meeting its obligations related to the provision of the Platform and will not use Confidential Information for any other purpose whatsoever. The parties agree that during the Subscription Period and thereafter for as long as Confidential Information remains confidential, the parties shall maintain such Confidential Information in strict confidence.

13. Data Protection

13.1 Definition of Trading Data. "Trading Data" means all of Trader’s content, information, algorithms, custom notifications and alerts, and all other data that includes, without limitation, any information or data: (i) input directly into the Platform by you; (ii) that is accessible or otherwise made available to the Platform through Third-Party integrations;that is stored on Third-Party Services and is readable or otherwise accessible by the Platform; and (iv) all Related Data. “Related Data” means data or information (excluding your personal information) associated with or arising out of use of the Platform (including without limitation data associated with requests made to, and responses generated in connection with, the Platform). Related Data will be AlertDragon’s property, and neither AlertDragon nor any of its sublicensees shall have any duty to compensate or account to you or your affiliates in connection with the exercise of the foregoing rights.

13.2 Licenses in Trading Data; Related Data. You grant us a non-exclusive, royalty-free, assignable, transferable, sublicensable, and irrevocable right and license to use, reproduce, adapt, and distribute Trading Data as reasonably necessary (i) to provide the Platform as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement, and (ii) to use and disclose information contained in or derived from your information or Related Data, on an anonymous (de-identified) basis only, for statistical, analytical, research,
marketing, product/service improvement, and other commercial purposes. The license at this subsection will survive the termination or expiration of this Agreement for any reason.

13.3 Responsibilities for Trading Data. We are not responsible for any intentional or unintentional misuse of Trading Data by you (including by any individual you provide access to your User Account and/or your Credentials) and/or by Third-Party Service providers to whom you have granted access to Trading Data via the Platform. You understand that you are responsible for safeguarding Trading Data, and for backup of Trading Data.

13.4 Data Security. You understand that the technical processing and operation of the Platform, including your Trading Data, may involve transmissions over various networks, and changes to conform and adapt to technical requirements of connection networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Trading Data. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, you assume such risks. We offer no representation, warranty, or guarantee that your Trading Data will not be exposed or disclosed through errors or the actions, including negligence, of third-parties or us. For more information about how we safeguard your Trading Data, please see our Data Protection Agreement.

13.5 User Privacy. Our Privacy Policy located at www.alertdragon.com/privacy-policy sets out the categories of personal data and other data we collect, how we collect, store, and use it. By accepting this Agreement you expressly consent to our disclosure and use of your information as described in our Privacy Policy, which is incorporated herein by reference. We encourage you to read our Privacy Policy before you submit any personal information to the Platform. Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your personal information, including your name, email address, and account activity when we believe, in our sole discretion, that such disclosure is necessary or appropriate to: (i) comply with legal processes; (ii) enforce this Agreement;to investigate the use of or respond to alleged violations or infringement of Third-Party Content; or (iv) to protect our rights, property, or personal safety or that of other User or the public.

14. Third-Party Services

14.1 Third-Party Content. The Platform may contain content or links to third-party apps, services, websites, and other content that are not owned or controlled by us (“Third-Party Content”). We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content from the Platform, you do so at your own risk and you understand that this Agreement and our Privacy Policy do not apply to your use of such Third-Party Content. You expressly relieve us from any and all liability arising from your use of any Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages of any sort relating to your use of Third-Party Content.

14.2 Third-Party Services. The Platform may provide access to or integrate with third-party apps, services, websites, and other services that are not owned or controlled by us (“Third-Party Services”). All Third-Party Services are provided “As-Is,” and we do not warrant, endorse, or assume any responsibility for any Third-Party Services, regardless of whether they are required to use our Platform. You expressly relieve us from any and all liability arising from your use of any Third-Party Service, and any use by you of such Third-Party Service is solely between you and the applicable Third-Party Service provider. If you access or connect to a Third-Party Service from the Platform, you do so at your own risk and you understand that this Agreement does not apply to your use of such Third-Party Service. We shall not be responsible for any disclosure, modification, or deletion of your Personal Information or Your Content resulting from access by Third-Party Services. Additionally, we are not responsible for any downtime or unavailability of any Third-Party Services which are outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use or the inability to use a Third-Party Platform.

14.3 Charting Software. Certain features of the Platform interoperate with Charting Software, such as TradingView, or any other software, including your own software, that use webhooks to send information and commands to the Platform (“Commands”). The function of Commands depends on the continuing availability and the accuracy of the Commands sent via webhooks from the Charting Software. We have no ability to control the Commands or the process for which webhooks are sent or whether the Charting Software will continue to make such webhooks available. AlertDragon has no control and no liability related to the availability of accuracy of Commands that are controlled either by you or the applicable Charting Software provider. If the Charting Software or you cease to make the webhooks available for use by
the Platform, AlertDragon may, at its sole discretion, (i) select and provide a replacement for TradingView and/or the webhook functionality, or (ii) cease providing such services.

14.4 Third-Party Brokerage Accounts. The Platform connects to various Permitted Brokerages through various authentication mechanisms, such as through OAuth 2.0 authentication. The AlertDragon Platform relies on the continuing availability of such authentication mechanisms in order to connect to Permitted Brokerages and process Automated Trading Requests. AlertDragon may also receive information and perform functions automatically, such as rolling the expiration of a futures contract, based on information provided in your Permitted Brokerage account. The functionality and accuracy of such functions depends on the information provided by you in your Permitted Brokerage account, and AlertDragon will not be liable if such information is incorrect, not provided, or not accessible by the Platform. If any one or more Permitted Brokerages ceases to make such authentication mechanisms available for use by the Platform, AlertDragon may, at its sole discretion, (i) design, develop, or otherwise procure an alternative authentication mechanism, or (ii) cease providing access to such Permitted Brokerage(s) via the Platform. We reserve the right to add, remove, or modify the available functionality of any Permitted Brokerage at any time in our sole discretion. If possible, we will provide you with notice if we become aware that the Platform can no longer connect, whether temporarily or permanently, to any Permitted Brokerage which you have connected to your User Account.

15. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTY CONTAINED HEREIN, IF ANY, THE PLATFORM IS PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT: (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (III) DEFECTS, IF ANY, WILL BE CORRECTED; (IV) THE INFORMATION OR CONTENT PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, OR CURRENT; OR (V) THE PLATFORM, ITS SERVERS, CONTENT, OR EMAILS SENT FROM OR ON OUR BEHALF ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES WORMS, MALWARE, TIMEBOMBS, OR OTHER HARMFUL COMPONENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU AGREE THAT YOUR USE OF THE PLATFORM OR PURCHASE OF ANY SUBSCRIPTIONS HEREUNDER IS NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES.

16. Limitation of Liability

16.1 Limited Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, OUR OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE PLATFORM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY US. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE PLATFORM; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY SERVICES OR CONTENT PURCHASED THROUGH OR FROM THE PLATFORM; (IV) STATEMENTS OR CONDUCT OF ANY OTHER USER OR THIRD-PARTY, WHETHER ONLINE OR OFFLINE; (V) THE EXECUTION OR NON-EXECUTION OF TRADES BASED ON YOUR DIRECTION OR INFORMATION PROVIDED BY A THIRD-PARTY SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE PLATFORM.

16.2 Aggregate Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILLOUR TOTAL LIABILITY EXCEED $100, OR IF GREATER, THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES. ADDITIONALLY, OUR LIABILITY WITH RESPECT TO ANY CLAIM OF ERRANT OR UNDESIRED AUTOMATED TRADING REQUESTS SHALL NOT
EXCEED THE TRADE SIZE LIMIT, IF ANY, YOU SET IN YOUR DASHBOARD. IF NO TRADE SIZE LIMIT IS PROVIDED, THEN YOU RELIEVE US OF ALL LIABILITY RELATING TO AUTOMATED TRADING REQUESTS. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY SUCH CLAIM.

16.3 Allocation of Risk. You acknowledge and agree that we provide the Platform in reliance upon the disclaimers of warranty and the limitations of liability contained herein, and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us as set forth herein or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law, it being understood that you and us each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

17. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS AlertDragon AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“ INDEMNIFIED PARTIES'') FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE PLATFORM THAT, WITHOUT LIMITATION, INCLUDES: (I) YOUR ACCESS TO OR USE OF THE PLATFORM FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (II) YOUR VIOLATION OF THIS AGREEMENT; (III) ANY VIOLATION BY YOU OF ANY APPLICABLE LAW; (IV) YOUR USE OF THIRD-PARTY SERVICES; OR (V) THE UNAUTHORIZED USE OF THE PLATFORM BY ANY OTHER PERSON USING YOUR CREDENTIALS. IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (V) ABOVE.

18. General Provisions

18.1 Entire Agreement. This Agreement, together with our Privacy Policy and any other terms and agreements incorporated herein by reference, and any amendments and any additional agreements you may enter with us in connection with the Platform, constitutes the entire agreement between you and us concerning the Platform.

18.2 Rights Cumulative. No right or remedy conferred upon or reserved to us is intended to be exclusive of any other right or remedy (unless such intent is expressly set forth in such provision), and every right and remedy shall be cumulative and in addition to any other right or remedy, now or hereafter legally existing upon any default.

18.3 Severability. In the event that any provision of this Agreement or any addenda is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

18.4 No Waiver. Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.

18.5 Headings; Summaries. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

18.6 No Transfer; No Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

18.7 No Third-Party Beneficiaries. Unless expressly stated otherwise herein or in any applicable addenda, nothing in this Agreement is intended to or will confer upon any third party any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

18.8 Injunctive Relief. You acknowledge that a breach of the Proprietary Rights Section or Confidentiality Sections of this Agreement could cause irreparable injury to us that may not be adequately compensated in money damages. In the event of such a breach, we shall be entitled to seek equitable relief to protect our interests, including but not limited to preliminary and permanent injunctive relief.

18.9 Arbitration. For any dispute with us, you agree to first contact us at hello@alertdragon.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (“ AAA”) under the Commercial Arbitration Rules and that such arbitration will be conducted in California, unless you and we agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

18.10 No​ Class Action; No Jury Trial. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.11 Governing Law. The laws of the United States and the State of Florida shall govern this Agreement without regard to the principles of conflict of laws. Any dispute between the parties that are excluded from the arbitration agreement or that cannot be heard in small claims court shall be resolved in the United States District Court for the District of Florida, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Florida , then the exclusive forum and venue for any such action shall be the courts of the State of Florida, and the parties hereby submit to the personal jurisdiction of that court.

18.12 Limitations of Claims. The period of limitation for any cause of action arising out of, based upon, or relating to this Agreement, including without limitation any claim in contract (including breach of warranty) or tort (including any claim of AlertDragon liability or negligence), or a defect in, or failure of performance of the Platform is hereby reduced to and shall be a period of twelve months after such cause of action arises and the party having the cause of action becomes aware of the same.

18.13 Notices; Electronic Communication. By providing us with your email address, you consent to receive our related communications and notices electronically and you agree that all agreements, notices, disclosures and other communication that we provide to you via the Platform or email satisfy any legal requirement that such communications be in writing. We may also use your email address to send you other messages, such as changes to the features of the Platform and special offers (“Promotional Messages”). If you do not want to receive Promotional Messages, you may opt out by clicking the “Unsubscribe” link in an email, or by emailing us at hello@alertdragon.com. If you need to send us notices or other communication to a physical address, you may send such communication or notices to: 601 S Harbour Island Blvd, STE 109, Tampa, FL, 33602.

18.14 Force Majeure. Neither party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums
due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”).

18.15 Technology Export. You shall not: (a) export the Platform or otherwise remove it from the United States, except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Platform in, or export the Platform to, a country subject to a United States embargo or that has been designated by the United States government as a "terrorist supporting" country; and you shall not be listed on any United States government list of prohibited or restricted parties.

Contact

For questions regarding this Agreement contact us at hello@alertdragon.com.