Terms and conditions, July 2011
FXAdverts is the owner of the website located at www.fxadverts.com ("Website"). The term FXAdverts refers to FXAdverts and its owners, staff, agents and affiliates ("FXAdverts").
FXAdverts provides media services to the FX community including using its advertising technology to enable software developers to display adverts, links and other content in indicators, expert advisers, scripts and other software that is disseminated to and downloaded by traders and other end users and installed into MetaTrader 4 and MetaTrader5 trading platforms ("Developers" and "Software" respectively). FXAdverts invites advertisers to populate such adverts, links and other content ("Advertiser" or "Advertisers" and "Advert" or "Adverts" respectively) and FXAdverts takes payment from the Advertisers based on the number of click throughs by end users thereby enabling Developers to be compensated for including the Adverts in their software. This process is managed via FXAdverts's Online Advertising Program ("Program") which is principally managed through this Website. The Adverts placed by Advertisers and the Software developed by the Developers shall be referred to herein as "Property" or "Properties".
The term "you" or "your" or "user" or "users" refers to the users or viewers of this Website, persons who register for and use the Program including, without limitation, Developers and Advertisers.
Any information on this Website including registration details, Property, third party software and software downloads, the contents of the "apps store", advertisements, graphics, services or subscriptions of any nature, payment mechanisms, links to other websites and any other materials, information or content (including the look and feel of the Website) whatsoever shall be referred to in these terms and conditions of use as "Information".
1. By registering, you certify that all information you provide in the registration is accurate. You must have a valid email registered with FXAdverts at all times. If an email that FXAdverts sends to you should bounce for some reason, your account may be temporarily suspended until you contact FXAdverts with a verifiable address.
2. By providing FXAdverts with your e-mail address, you agree to receive all required notices and other correspondence electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. If you become aware of any unauthorised use of your registration information, you agree to notify FXAdverts in writing immediately.
3. You are responsible for all statements made and acts that occur through the use of your registration and password so please don't disclose your password to anybody. You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login e-mail address, allows you to access certain portions of the Website.
4. You must be 18 years of age or older to use the Website or participate in the Program. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by, this Agreement. If you are not yet 18 years of age, you must not use this Website or participate in the Program.
5. Any Information you give to FXAdverts or enter on the Website may be transferred outside the European Economic Area and to other parts of the world including the United States of America for the purposes of storage, processing and maintenance. By submitting your information to FXAdverts, you expressly consent to this transfer.
6. By participating in the Program and using this Website you are agreeing that you bear full responsibility for your own advertising, software development, publishing and other decisions and you also agree that FXAdverts shall not be liable for any decision made or action taken by you or others in reliance upon any Information published by FXAdverts. The Information available on or through this Website is only for your general information and use and is not intended to address your particular requirements. The Information is not personalised for you or any other recipient, does not constitute any form of advice or recommendation by FXAdverts and is not and should not be considered to be an individualized recommendation. Such Information is not intended to be relied upon by you in making (or refraining to make) any specific advertising, software development, publishing or other decisions.
7. Information on the Website including especially that relating to any Developer or Advertiser is not verified by FXAdverts and FXAdverts cannot and does not warrant the completeness or accuracy of the Information or its usefulness for any particular purpose. Accordingly you acknowledge that this Website may contain incomplete, incorrect, inaccurate, misleading and/or false Information, is for your general use only, and should not be relied upon in any way without first taking appropriate professional advice. FXAdverts is not responsible or liable in any manner for, and makes no representations or warranties of any kind regarding, the accuracy, completeness, quality, reliability or usefulness of the Information.
8. Except as expressly provided in this Agreement, the Information on this Website is the property of FXAdverts and is protected by UK and international copyright laws. Any copying, distribution, storage or transmission of any kind, or any sort of commercial use of the Information is strictly prohibited without FXAdverts prior written permission.
9. Unauthorized access of this Website is a breach of FXAdverts Terms and a violation of the law. You agree not to access this Website by any means other than the interfaces FXAdverts provides for use in accessing them.
10. Any Information or other material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of any data that results from the download of any such material. If you are in doubt, please consult an appropriate professional.
11. FXAdverts reserves the right to, and may, terminate or temporarily suspend your access to and participation in the Program or to all or any part of the Website, without notice, for conduct that FXAdverts believes violates FXAdverts Terms or for any other reason in its sole discretion. FXAdverts will bear no responsibility or liability from such action.
12. You agree to participate in the Program and to use the Website in a lawful and civil manner. You may not use, or allow others to use your FXAdverts registration to:
a. Post or transmit Information that is intentionally false or misleading, or use such Information to encourage others to buy or sell software, goods or services or manipulate the market for any security, or engage in any type of market abuse
b. Offer, sell, or buy any security
c. Violate any applicable laws, rules or regulations, including those of the Financial Services Authority and the national or other securities exchanges
d. Post or transmit any Information that is disruptive, uncivil, abusive, vulgar, obscene, hateful, fraudulent, threatening, unlawful, harassing, defamatory, or which discloses private or personal matters concerning any person
e. Post or transmit any Information that you do not have a right to transmit under law (such as copyright, trade secret or securities) or under contractual or fiduciary obligations (as in nondisclosure agreements)
f. Post, transmit, or link to sexually explicit material
g. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity
h. Post or transmit any advertising, promotional materials, or other forms of solicitation including chain letters or pyramid schemes
i. Collect or store Personal Data about other users
j. Post or transmit any file that contains viruses, corrupted files, "Trojan Horses," or any other contaminating or destructive features that may damage someone else's computer or FXAdverts's systems
k. Forge headers or manipulate identifiers or other data in order to disguise the origin of any Information transmitted through this Website or to manipulate your presence on this Website
l. Use any automated means, including without limitation, agents, robots, scripts, or spiders, to access, monitor, copy or harvest data from any part of this Website, Information or Property
m. Take any action that imposes an unreasonably or disproportionately large load on the infrastructure of this Website
n. Send unsolicited e mail or other communications containing links to the Information or this Website
o. Take any action that damages or disrupts the functioning of FXAdverts systems or Services
13. While FXAdverts can't review all transmissions by its users, FXAdverts reserves the right to monitor any information transmitted or received through its Website and any use of the Information. FXAdverts, at its sole discretion and without prior notice, may at any time review, remove, or otherwise block any post or transmission or terminate your membership for violating the above provisions or otherwise taking any action considered disruptive to the FXAdverts service or operations.
14. Payment of developers
a. Developers in the Program will be paid by FXAdverts on a per click basis at a rate which will vary depending upon on the prevailing rate offered by Advertisers, subject to the following terms:
1. FXAdverts gives no guarantee regarding the level of clicks on any Adverts, the timing of delivery of such clicks or the amount of any payment to be made to you under this Agreement
2. During the BETA testing period (indicated by a "BETA" sign on the Website), the maximum rate per click will be US $1
3. You will only be credited with one click from the same computer (irrespective of the number of Adverts on such computer) within any 7 calendar day period ("Click Fraud Period"). This Click Fraud Period may be varied at the sole discretion of FXAdverts at any point, should FXAdverts be of the opinion that this will help to prevent click fraud
4. You acknowledge that there is a minimum withdrawal amount, currently US $50 or its equivalent. FXAdverts reserves the right to vary this from time to time especially if, in the opinion of FXAdverts, this will help to prevent click fraud
5. FXAdverts will only pay Developers following receipt of payment from Advertisers. FXAdverts will not be liable for Advertisers defaulting on payments or for the faulty working of payment mechanisms or any other reasons beyond FXAdverts control
6. Payments will be made via PayPal, or such other payment mechanisms as FXAdverts may choose to use in the future
7. All credits and payments to Developers will be calculated in US dollars unless otherwise advised by FXAdverts
8. FX Adverts will transfer the gross amount due to the Developer. The Developer shall be solely responsible for any transaction charges or any and all taxes applicable to the Developer.
9. FXAdverts will, but only if required to do so by law or other applicable regulation, charge Value Added, Sales or other sales related tax and will apply any applicable withholding or other related taxes and, should such charges apply, will provide a full statement of any such charges to the Developer
10. FXAdverts will check your account for evidence of click fraud before releasing any payment and reserves the right to withhold payment and/or terminate your participation in the Program where, in the sole opinion of FXAdverts:
1. there is evidence of click fraud, as set out in Clause 15 below
2. you are otherwise in breach of this Agreement
15. Click fraud and abuse of the Program
a. You agree that you will not, and will not authorise or encourage, directly or indirectly, any third party to:
1. directly or indirectly generate impressions of or clicks on any Advert through any automated, deceptive, fraudulent or other invalid means, including through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorised use of other search engine optimisation services and/or software
2. edit, modify, filter, truncate or change the order of the information contained in any Advert or remove, obscure or minimise any Advert in any way without prior written authorisation from FXAdverts
3. frame, minimise, remove or otherwise inhibit the full and complete display of any web page accessed by an end user after clicking on any part of an Advert ("Advertiser Page")
4. redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Advert and the Advertiser Page or otherwise provide anything other than a direct link from an Advert to an Advertiser Page
5. display any Adverts on any web page or any web site that contains any pornographic, hate-related, violent, or illegal content
6. directly or indirectly access, launch, and/or activate Adverts through or from, or otherwise incorporate the Adverts in any software application, web site, or other means other than your Property(ies), and then only to the extent expressly permitted by this Agreement
7. "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Adverts or any part, copy, or derivative thereto
8. act in any way that violates the law in any relevant jurisdiction or violates FXAdverts Terms
9. disseminate malware
10. create a new account to use the Program after FXAdverts has terminated this Agreement with you as a result of your breach of this Agreement
11. engage in any action or practice that, in FXAdverts's reasonable opinion, reflects poorly on FXAdverts or otherwise disparages or devalues FXAdverts's reputation or goodwill
12. you acknowledge that any breach or attempted breach of this Clause is a material breach of this Agreement and that FXAdverts may suspend your access to and participation in the Program if it reasonably suspects such a breach
13. FXAdverts reserves the right to investigate, in its absolute discretion, any activity that may violate this Agreement, including any use of a software application to access Adverts or any engagement in any activity prohibited by this Agreement. You shall cooperate with any such investigation in good faith
b. In considering whether there has been click fraud or other abuse of the Program, FXAdverts will take account a number of factors including, but not limited to:
1. below average conversion rate between clicks on Adverts and subsequent sign-up for related Advertisers' services
2. below average length of visit on an Advertiser Page following clicks on Adverts
3. above average ratio of clicks on Adverts to individual end-user computers
4. Above average clicks per Advert
16. Advertisers and Developers are solely responsible for their Property including their respective content and materials and maintenance and operation thereof, the proper implementation of FXAdverts's specifications, and adherence to the terms of this Agreement. FXAdverts is not responsible for anything related to the content or operation of Advertisers and Developers Property and content and materials including whether any Advert is being displayed or recorded correctly and FXAdverts shall not be required to provide notice of such this being the sole responsibility of the Advertisers and Developers as the case may be.
17. FXAdverts is not responsible for any problems with Developers Software or any third party software which uses the FXAdverts's Program and related technology. It is the Developer's responsibility to test the Software before distributing it to end-users. FXAdverts shall not be responsible for any problems encountered on the end-user's computer.
18. Termination, Cancellation
a. You may stop displaying Adverts on any Property in the Program at any time by removing the FXAdverts's code from your Properties or by turning off the Adverts using your account management facility on the Website (you should be aware that you may nevertheless continue to receive clicks from adverts which are already being displayed on users' computers). This, however, will not terminate this Agreement. You may, at any time, terminate this Agreement by sending written notice to support@FXAdverts.com. If you do so, this Agreement will terminate ten (10) business days after FXAdverts's acknowledgement of your notice to terminate.
b. FXAdverts may, at any time, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Program
c. Upon termination of this Agreement for any reason, any monies due and payable to Developers pursuant to this Agreement will be paid in accordance with the terms hereof as and when such payment falls due. Clauses 19 to 25 inclusive of this Agreement shall survive termination.
19. You shall not disclose FXAdverts Confidential Information without FXAdverts's prior written consent. "FXAdverts Confidential Information" means: (a) all FXAdverts software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Property performance in the Program provided to you by FXAdverts; and (c) any other information designated in writing by FXAdverts as "Confidential" or an equivalent designation or which it is reasonably apparent should be treated as confidential. Notwithstanding the foregoing, you may accurately disclose the amount of FXAdverts's gross payments to you pursuant to the Program. FXAdverts Confidential Information does not include information that has become publicly known through no breach by you or FXAdverts, or information that has been (a) independently developed by you without access to FXAdverts Confidential Information, as evidenced in writing; (a) lawfully received by you from a third party who has not disclosed it in breach of any obligation of confidentiality; or (c) required to be disclosed by law, provided that you give FXAdverts prompt, and, if at all possible, prior, notice of such disclosure.
20. You agree to indemnify, defend, and hold harmless FXAdverts from and against any claim, liability, cost, damage or loss FXAdverts may incur (including, without limitation, attorneys' fees) as a result of any breach by you of this Agreement, any Information you post, upload to or download from or via this Website or any violation by you of your obligations under this Agreement or your infringement, or infringement by any other user of your account, of any intellectual property or any other rights of anyone.
21. FXAdverts makes no promises, representations or warranties, express or implied, whatever including, without limitation, that the Information is accurate or fit for any particular purpose or that the Information, the Website or the Program or any related service will be delivered to you in an uninterrupted, timely, secure or error-free manner or that FXAdverts servers will remain free from attack or that such servers are free from any viruses or other harmful components. To the fullest extent permitted by law, FXAdverts disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, as to the Website, the Information, the Program and any and all related products and services offered on or in connection with the Website, the Information or the Program. Neither FXAdverts, nor any of FXAdverts respective licensors, licensees, service providers or suppliers, warrants that the Website, the Information or the Program or any function contained in the Website the Information or the Program will be uninterrupted or error-free, that defects will be corrected, or that the Website the Information or the Program or the servers that make the Website the Information or the Program available are free from viruses or other harmful components. FXAdverts does not warrant or make any representations regarding the use or the results of the use of the Website or Information or the Program or any third-party site accessed through the Website the Information or the Program in terms of their correctness, accuracy, timeliness, reliability, or otherwise and you will be solely responsible for any damage to your computer systems or loss of data that results from the use of the Website, the Information or the Program including, without limitation, the download of any Information or any such product, offering, content or material. Please note that no advice or Information obtained by you from FXAdverts personnel or through this Website shall create any warranty not expressly provided for in FXAdverts Terms. You are responsible for validating the integrity of any Information received over the internet. These disclaimers apply to the fullest extent permitted by law.
22. You expressly understand and agree that, to the fullest extent permitted by the law, FXAdverts shall not be liable for any type of loss or injury including, without limitation:
a. Any direct, indirect, consequential, or incidental loss or injury including any damages, liability, claims, expenses and costs any lost profits, lost savings or any special, punitive or other damages whatsoever, including, without limitation, damages for loss of business profits (whether direct or indirect), loss of contracts, business interruption, loss of business information, costs associated with recreating lost data, the cost of any substitute program, goodwill, anticipated savings, data or other intangible loss or any pecuniary loss of any nature arising out of this Agreement or the use of or inability to use the Website or the Information, whether resulting from impaired or lost data, or any other cause, even if FXAdverts has been advised of the possibility of such damages, resulting from your use or downloading of any Information or from any decisions you may make based upon such Information. This includes, but is not limited to, loss or injury caused in whole or in part by FXAdverts negligence or by contingencies beyond FXAdverts control in creating or delivering any portion of the Information
b. Your ability or inability to use the Website, the Information or the Program or to access any such
c. Unauthorised access to or alteration of your transmissions or data to the Website, the Information or the Program
d. Unauthorised access to or use of your subscription to the Website, the Information or the Program
e. Statements, claims or conduct of any third party on the Website
f. Any other matter relating to the Website or related or linked websites, or Information or the Program
23. In no event shall the aggregate liability of FXAdverts, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the Website, the Information the Program or any subscriptions exceed any monies, if any, paid by you directly to FXAdverts in connection with your use of the Website or Information or Program.
24. Nothing in FXAdverts Terms excludes or limits FXAdverts liability for death or personal injury caused by its proven negligence.
25. Any notice from FXAdverts to you will be delivered by e-mail you at your last known address. Evidence of sending the e mail shall be taken as evidence of delivery. This Agreement shall be governed by the laws of England and Wales as if the Agreement was a contract wholly entered into and wholly performed within England and Wales All disputes arising from or in connection with this agreement shall be subject to the non-exclusive jurisdiction of the English Courts. If any term of this Agreement is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the original. Failure by either party to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy. All disclaimers, indemnities and exclusions in this Agreement shall survive termination of this Agreement. Neither you nor FXAdverts shall be held liable for any loss or failure to perform any obligation hereunder due to causes beyond your or FXAdverts respective reasonable control. Those who choose to access this Website, the Information or the Program from other locations do so on their own initiative and are responsible for compliance with any applicable local laws.