C-Trade Beta – Terms of Use

Updated on July 13, 2020

IMPORTANT – READ CAREFULLY:
THIS BETA PROGRAM IS OFFERED BY C-TRADE GLOBAL LIMITED. AND ITS AFFILIATES
(“C-TRADE”) AND PARTICIPATION IN ANY BETA PROGRAM IS GOVERNED BY THESE
TERMS OF USE (THE "TERMS"). THE BETA PROGRAM MAY CONTAIN ONE OR MORE
BETA SERVICES (THE “SERVICES”) AS DETERMINED BY C-TRADE IN ITS SOLE
DISCRETION. IN ORDER TO PARTICIPATE IN THE BETA PROGRAM AND USE THE
SERVICES, YOU MUST BE A CUSTOMER IN GOOD STANDING, SUBJECT TO A
COMMERCIAL AGREEMENT FOR A GENERALLY AVAILABLE C-TRADE SERVICE, AND
MUST REMAIN SO FOR THE DURATION OF THE BETA PROGRAM. YOU MUST ALSO
AGREE TO THESE TERMS. YOU UNDERSTAND AND AGREE THAT C-TRADE WILL TREAT
YOUR USE OF THE SERVICES AS ACCEPTANCE OF THE TERMS. AS LONG AS YOU
COMPLY WITH THESE TERMS, C-TRADE GRANTS YOU A PERSONAL, NON-EXCLUSIVE,
NON-TRANSFERABLE, LIMITED PRIVILEGE TO ACCESS AND USE THE SERVICES.
You also hereby acknowledge that C-Trade has not made any representations, promises or
guarantees that the Services will ever be announced or made available to anyone in the future
and that C-Trade has no express or implied obligation to you to announce or introduce the
Services. C-Trade may discontinue any Beta Program at any time, in its sole discretion, with or
without notice. With respect to the Services, this subsection shall supersede any other terms and
conditions contained herein, but only to the extent necessary to resolve conflict.
1. Services
1.1. Description. The Services may be a separate, stand-alone service accessible
apart from the generally available service to which you subscribe, or it may be a
feature or functionality of that service. Further description of the Service is provided at
the time you enter the Beta Program, or when a Service is added to the Beta Program,
and may be updated from time to time by C-Trade as the Beta Program progresses
(the “Documentation”).
1.2. “As Is” Status. By accepting these terms or using the Services, you understand
and acknowledge that the Services are being provided as a “Beta” version and made
available on an “As Is” or “As Available” basis. The Services may contain bugs, errors,
and other problems. C-Trade strongly recommends that you back up all data and
information prior to using the Services. YOU ASSUME ALL RISKS AND ALL COSTS
ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT
LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS
INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY
DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In
addition, C-Trade is not obligated to provide any maintenance, technical or other
support for the Services.
1.3. Feedback. The Services are made available to you for purposes of evaluation and
feedback without any compensation or reimbursement of any kind from C-Trade. You
acknowledge the importance of communication between C-Trade and you during your
use of the Services and hereby agree to receive related correspondence and updates
from C-Trade. In the event you request to opt out from such communications, your
participation in the Beta Program will be canceled. During the Beta Program, you will
be asked to provide feedback regarding your use of the Services. You acknowledge
that C-Trade owns any feedback provided, and you hereby grant to C-Trade, if for any
reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license
to use and/or incorporate such feedback into any C-Trade product or service (including
the Services) at any time at the sole discretion of C-Trade.
 1.4. Limitations on Use. Limitations specific to any Service may be contained in the
Documentation. You may use the Service pursuant to these terms during any period
when the Beta Program is live. When a Beta Program is not live, you will no longer
have access to the Services. C-Trade reserves the right to modify or impose any
limitations on the use of the Services at any time, with or without notice to you.
2. Participation in the Beta Program.
2.1. Eligibility. You may participate in the Beta Program upon request and approval by
C-Trade, or by invitation from C-Trade. The Underlying Agreement and the C-
Trade Privacy Policy are incorporated by reference herein and control for any term not
specifically addressed in these Terms. In the event that you cease to be a customer of
C-Trade, participation in the Beta Program will be terminated immediately.
2.2. Underlying Agreement Terms Control. Unless specifically modified by these
Terms, the provisions of the Underlying Agreement continue in full force with regard to
your use of the generally available services and these Services, including provisions
regarding account activity, password security, user content and security breaches.
2.3. Reverse Engineering. Except to the extent permitted by law, you may not modify,
distribute, prepare derivative works of, reverse engineer, reverse assemble,
disassemble, decompile or otherwise attempt to decipher any code in connection with
the Services and/or any other aspect of C-Trade technology.
3. Copyright. C-Trade respects the intellectual property rights of others. If you believe the
Services have been used in a way that constitutes copyright infringement, please notify us as
provided in the Underlying Agreement. C-Trade reserves the right to delete or disable allegedly
infringing content and to terminate the accounts of users who are repeat infringers. C-Trade also
reserves the right to forward the information in the copyright-infringement notice to the user who
allegedly provided the infringing content.
4. Intellectual Property. You agree that C-Trade owns all legal right, title and interest in and to
the Beta Program and the Services, including all intellectual property rights, and except for the
license provided herein, no other rights or permissions to any of the Services is granted. Nothing
herein gives you a right to use any of C-Trade trade names, trademarks, service marks, logos,
domain names, and other distinctive brand features.
5. Modification and Termination of the Service. C-Trade reserves the right to modify or
terminate the Beta Program or the Services, or your use of the Beta Program or the Services, to
limit or deny access to the Services and/or participation in the Beta Program, at any time, in its
sole discretion, for any reason, with or without notice and without liability to you. You may
discontinue your use of the Services at any time.
6. DISCLAIMER OF WARRANTIES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE
SERVICES ARE PROVIDED BY C-TRADE ON AN “AS IS” BASIS AND AS AVAILABLE, AND
YOUR ACCESS TO AND/OR USE OF THE C-TRADE BETA PROGRAM OR BETA SERVICES,
IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, C-TRADE
EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE
OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. C-TRADE MAKES NO WARRANTY THAT ANY OF
THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL
BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES C-TRADE MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH
THE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE
SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO
INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM C-
TRADE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT
APPLY TO YOU.
7. LIMITATION ON LIABILITY. IN NO EVENT SHALL C-TRADE BE LIABLE FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR
OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR
INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv)
LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER
CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR
OTHERWISE, AND WHETHER OR NOT C-TRADE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8. Indemnification. You agree to hold harmless and indemnify C-Trade, its affiliates and
subsidiaries, officers, directors, agents, and employees (collectively " C-Trade Indemnified
Parties") from and against any third party claim arising from or in any way related to (i) your
breach of the Terms, (ii) your use of the Beta Program and/or Services, (iii) your violation of
applicable laws, rules or regulations in connection with the Services, or (iv) your user content,
including any liability or expense arising from all claims, losses, damages (actual and
consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In
such a case, C-Trade will provide you with written notice of such claim, suit or action.
9. Confidential Information. You acknowledge and agree that: (i) subject to sub-paragraph (iv),
the successful market launch of commercial versions of the Services requires you to keep all C-
Trade data and information discussed and/or made available through or contained in Beta
Program, including, without limitation, the Services (collectively the "Confidential Information")
strictly confidential; (ii) the premature release of any of the Confidential Information would
damage C-Trade competitive edge and intellectual property rights; (iii) the Confidential
Information shall not be shared with anyone other than other authorized participants of the same
Beta Program; and (iv) only Confidential Information that has been publicly released by C-Trade
may be discussed or shown to the public.
10. Changes to the Terms. C-Trade reserves the right to make changes to the Terms from time
to time, and will notify you in such an event. You understand and agree that if you use the
Services after the date on which the Terms have changed, C-Trade will treat your use as
acceptance of the updated Terms.
11. Additional Terms.
11.1. Compliance with Laws. Both parties agree to comply with all applicable local, state,
national and foreign laws, rules, and regulations, including, but not limited to, all applicable import
and export laws and regulations governing use, transmission and/or communication of content, in
connection with their performance, access and/or use of the Services.
11.2. Country Restrictions. You are not allowed to access or use the Beta Program or the
Services if you are located, incorporated or otherwise established in, or a citizen or resident of: (i)
the United States of America, the province of Québec in Canada, the Republic of Seychelles,
Bermuda, Cuba, Crimea and Sevastopol, Iran, Syria, North Korea or Sudan; (ii) any state,
country or other jurisdiction that is embargoed by the United States of America; (iii) a jurisdiction
where it would be illegal according to Applicable Law for you (by reason of your nationality,
domicile, citizenship, residence or otherwise) to access or the Beta Program or the Services; or
(iv) where the publication or availability of the Beta Program or the Services is prohibited or
contrary to local law or regulation. C-Trade may, in its sole discretion, implement controls to
restrict access to the Beta Program or the Services in any of the Restricted Jurisdictions. If C-
Trade determines that you are accessing the Beta Program or the Services from any Restricted
Jurisdiction, or have given false representations as to your location of incorporation,
establishment, citizenship or place of residence, C-Trade reserves the right to close any of your
accounts immediately and liquidate any open positions.