Agency Agreement – Offer
MetaQuotes Ltd (hereinafter referred to as the "Agent") hereby offers any registered www.mql5.com web site user to conclude the Agency Agreement – Offer (hereinafter referred to as the "Agreement") on the terms set forth below.
The following acts are considered to signify the full and unconditional acceptance (accept) of the present Agreement:
- Familiarization with the terms of the present Agreement.
- Entering relevant and reliable data in the registration form intended for registration and identification of a user as a Seller on the Agent's Web Site.
- Completion of the registration procedure as a Seller on www.mql5.com Agent's Web Site by clicking Save button.
TERMS AND DEFINITIONS
Agent means MetaQuotes Ltd company which is the copyright owner of the www.mql5.com web site.
User means any person applying to the Agent's information content by visiting www.mql5.com web site and/or using other Agent's online services stipulated by the present Agreement.
Web Site is a web site belonging to MetaQuotes Ltd and having www.mql5.com web address where a Seller can post information about his/her software, services, articles, subscriptions to trading signals in order to subsequently familiarize Web Site Users with this information and sell software licenses, services, articles and subscriptions to trading signals.
Seller is a user who registered on the Agent's Web Site, passed compulsory identification and registered as a Seller on Agent's www.mql5.com Web Site, and also a user having the right under this Agreement to use MQL5 Services of the Agent's Web Site, sell his/her software, software licenses, services, articles and subscriptions to trading signals.
MQL5 Services are online services, including, but not limited to, MQL5 Market, MQL5 Signals, MQL5 Cloud Network and MQL5 Jobs controlled by MetaQuotes Ltd and available on Agent's www.mql5.com web site, which allow the registered Sellers to receive and sell their materials, licenses or services on www.mql5.com web site, as well as other Agent's packages of services rendered both to a Seller and to Users/Buyers under certain terms of service.
Materials are the materials, including but not limited to, software licenses, services, articles, subscriptions to trading signals uploaded by a Seller to the Agent's Web Site for the purpose of subsequent selling them to the Web Site Users via MQL5 Services.
Transfer is a bank transfer performed by the Agent, in which the funds received by the Agent from Users as a payment for Seller's Materials are transferred to the Seller.
1. SUBJECT OF THE AGREEMENT
1.1. Under the present Agreement, the Seller receives and the Agent undertakes the liability to sell the Seller's Materials on behalf and at the expense of the Seller via www.mql5.com Web Site and MQL5 Services.
1.2. The Seller agrees to pay a fee to the Agent for fulfilling the above instructions in the manner and on the terms provided by section 3 of the present Agreement.
1.3. The Seller expresses his/her consent to the use of electronic communication in order to enter into agreements, contracts, make payments, place orders and other records, as well as to the electronic delivery of notices, policies and records of transactions initiated or completed via the Agent's Web Site.
1.4. The present Agreement may also include Additional conditions and Supplemental agreements published and declared by the Agent on the Internet or on the Agent's Web Site and governing relations between the Agent and the Seller in relation to the appropriate services on the Agent's Web Site. Additional Terms and Agreements include, but are not limited to, terms and conditions set forth in this Agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Rights and Obligations of the Agent
2.1.1. The Agent shall provide the Seller with an opportunity to post information about the Materials on the Agent's Web Site and use the Agent's MQL5 Services.
2.1.2. The Agent shall accept Transfers on behalf and in the expense of the Seller, including the ones transferred via the Internet under the conditions specified in this Agreement.
2.1.3. The Agent has the right to unilaterally modify the terms and technology of the Agent's Web Site and appropriate MQL5 Services operation.
2.1.4. If the Seller is in debt of the Agent, the latter has the right to deduct the Agent's remuneration sum of the funds received by the Agent for the Seller as Transfers from Users.
2.1.5. The Agent may, in its sole discretion, delete information entered or posted by the Seller on the Agent's Web Site if this information violates applicable laws, regulations, generally accepted practices or guidelines in the relevant jurisdictions and conditions of the present Agreement.
2.1.6. The Agent may suspend the Seller's access to the Web Site after notifying the Seller of its decision if the Agent believes that the Seller's activity violates conditions of the present Agreement or the rights of Users or any third parties.
2.1.7. The Agent may carry out routine maintenance of the Web Site with a temporary suspension of the Web Site's operation (such suspension is carried out at night time whenever appropriate and all efforts are made to reduce the Web Site's operation suspension time).
2.1.8. The Agent may offer various payment processing methods on the Web Site. The Seller agrees to follow the applicable terms of service or any other legal agreement with the Agent or a third party that governs the use of a given payment processing method. The Seller agrees with the Agent's right to add and remove payment processing methods at its sole discretion and without notice.
2.2. Rights and Obligations of the Seller
2.2.1. The Seller is responsible for uploading Materials to the Agent's Web Site and providing Users with required information about the uploaded Materials. Materials that are not properly uploaded will not be published in the appropriate MQL5 Service.
2.2.2. The Seller shall specify only reliable information on the Web Site, the Seller shall in no way misinform the Agent, Users or any third parties concerning the Seller and/or Materials.
2.2.4. The Seller undertakes to fulfill all his or her obligations owed to Users and/or any third parties as a result of using the Agent's Web Site and independently settle all possible related legal claims of Users/third parties.
2.2.5. When distributing Materials using MQL5 Services, the Seller shall protect the privacy and legal rights of Users.
2.2.6. The Seller is solely responsible (and indemnifies the Agent from any liability to the Seller or any other third party) for all Materials distributed via MQL5 Services and the consequences of the Seller's actions (including all damages and losses which may be incurred by the Agent) related to distribution of Materials.
2.2.7. The Seller shall provide accurate and complete information when registering and using the Agent's Web Site and shall update his/her registration data to keep it accurate and complete. The Seller agrees that MetaQuotes Ltd may store and use provided registration data for maintaining the Seller's Account and performing its obligations under this Agreement.
3.1. The Agent holds a commission from the price of the Seller's Materials sold by the Agent for executing the instructions specified in chapter 1. The value of the commission depends on the category of Materials in the appropriate MQL5 Services. The Seller is responsible for determining if uploaded Materials are taxable and the applicable tax rate collected by a payment processor or bank for each taxing jurisdiction where the appropriate Materials are sold. The Seller is responsible for remitting taxes to the appropriate taxing authority.
3.2. Prices of Materials on the Agent's Web Site shall be expressed in credits (1 credit = 1 USD). MQL5 Services may display the prices to Users in their native currency, but they shall not be responsible for the accuracy of currency rates or conversion. The price of Materials is set by the Seller on the Agent's Web Site. The Seller may set additional fee on the Web Site for using the affiliate network for distributing his or her Materials.
3.3. At the request of the Seller, the Agent shall make payments to the Seller for the sold Seller's Materials by transferring the appropriate funds excluding the Agent's remuneration sum according to p. 3.1 and p. 3.2 of the present Agreement. The actual time of crediting the Seller's account specified during the compulsory registration of the Seller on the Web Site depends on a particular payment processor or bank. The Seller shall pay all costs and fees charged by a payment processor or bank during the Transfer.
4. LIABILITY OF THE PARTIES
4.1. The Agent shall not be responsible for any Seller's failure to reach the result, which the Seller expected to achieve by using the Agent's Web Site.
4.2. The Agent shall not be liable for malfunctions, errors or failures in the operation of software and/or hardware providing Web Site's functioning caused by reasons beyond the Agent's control.
4.3. The Agent shall not be responsible for the temporary absence of access to the Web Site and/or any portion of it.
4.4. The Agent shall not be liable for any indirect/consequential losses and/or missed profits of the Seller and/or third parties, as well as for loss of data resulting from the use or inability to use the Web Site.
4.5. The Agent shall not be responsible for the Seller's losses caused by wrongful actions of third parties.
4.6. The Seller agrees to use the Web Site in its current form without warranty of any kind on the part of the Agent.
4.7. The Agent shall not be responsible for the performance by third parties and/or Users of their obligations to the Seller arising as a result of using the Agent's Web Site. In addition, the Agent shall not be responsible for performing by the Seller of his/her obligations to third parties unless otherwise provided by the appropriate agreement or contract.
4.8. The Seller shall fully indemnify actually incurred and documented damage caused to the Agent as a result of non-performance or improper performance of the present Agreement by the Seller. Missed profits shall not be indemnified.
5. FORCE MAJEURE
5.1. In the event of failure or improper fulfillment of its commitments under the Agreement due to force majeure (including results of natural disasters, war, mass diseases (epidemics), strikes, entry into force or termination of the regulations, if these circumstances limit or exclude possibility of fulfillment of the obligations under the Agreement, and also due to other similar circumstances that are of extraordinary, unforeseen and unavoidable nature, arising after the signing of the Agreement and not dependent on the will of the Parties), the Party, which suffered such circumstances, is exempt from liability for non-performance or improper performance of its obligations under the Agreement in case it notified another Party in written form of the commencement and termination of the force majeure circumstances no later than 3 (three) working days from the moment of commencement or termination of such circumstances. The time of fulfilling the obligations under the present Agreement in that case shall be suspended to an extent proportional to the time, during which the force majeure event lasts.
5.2. If the force majeure event and/or its consequences last more than 6 (six) months, the Parties shall conduct negotiations as soon as possible in order to define alternative ways to execute the Agreement and make appropriate arrangements acceptable to both Parties.
5.3. Failure to notify or untimely notification of commencement and/or termination of the force majeure event denies the right to invoke the above circumstances as a reason for exemption from the performance of obligations under this Agreement.
6. SETTLEMENT OF DISPUTES
6.1. The Parties shall endeavor to resolve by negotiation any dispute, controversy or claim that may arise in connection with the execution, termination or invalidation of the present Agreement. The Party having claims and/or disputes shall send a message to another Party describing its claims and/or disputes.
6.2. The message mentioned in p. 6.1 of the Agreement is sent to the Seller via email to firstname.lastname@example.org. The message shall contain the details of the claim and supporting evidence.
6.3. The Party, which received the claim, shall answer it in the manner specified in p. 6.2 of the Agreement within 10 (ten) working days since the receipt of the claim message mentioned in p. 6.1 of the Agreement provided that the message complies with the provisions of p. 6.2 of the Agreement.
6.4. If the response message is not received by the sender within 30 (thirty) days from the date of sending the appropriate claim message or if the Parties are unable to agree on claim and/or dispute, the latter shall be referred to a court of general jurisdiction according to the Agent's place of residence.
6.5. The Agent may apply to competent organizations when addressing the technical issues in determining the guilt of the Seller as a result of his/her misconduct in the use of the Internet or the Web Site, as well as for examining the Principal's messages. If the Seller's guilt is ascertained, the latter shall indemnify the costs for the executed examinations.
7.1. Conclusion of the Agreement is not considered to be confidential by the Parties.
7.2. However, the Parties shall not disclose information concerning the Contract conditions, as well as other information received by the Parties during performance of their contractual obligations unless the consent to such disclosure is issued in writing and signed by the Parties.
7.3. In case the Seller provides his/her personal data, the Agent may process that data by automatic means or without them, including collection, storage and use of the data by the Agent in order to fulfill obligations to the Seller in accordance with this Agreement. The Agent shall provide the confidentiality of the Seller's personal data and shall take the necessary technical and organizational measures to protect that personal data against unauthorized or accidental access, destruction, modification, blocking, copying, distribution, as well as other illegal activities.
7.4. Disclosure of personal data by lawful request of the law enforcement or other public bodies and officials in the cases and in the manner provided by applicable law is not considered to be a breach of confidentiality.
7.5. Obligations provided in paragraph 7 of the Agreement are fulfilled by the Parties within the terms of the Agreement and within 1 (one) year after the termination of the Agreement unless stated otherwise.
8. START OF THE AGREEMENT AND CHANGE OF THE AGREEMENT CONDITIONS
8.1. The text of the present Agreement can be found on the Internet at https://www.mql5.com. It contains all essential terms of the Agreement and is deemed to be an offer.
8.2. The Agreement shall come into force and shall be deemed concluded since its terms are accepted by the Seller (Principal) in the manner prescribed in this Agreement.
8.3. The Agreement may be terminated at any time at the initiative of each of the Parties. The Party initiating the termination of this Agreement shall send a notice to the other Party within 20 (twenty) calendar days prior to the intended date of termination of this Agreement.
8.4. The present Agreement may be terminated at any time as agreed by Parties without prior notice to the other Party.
8.5. The Parties agree that the Agreement can be changed unilaterally by the Agent by posting the updated text of the Agreement on the Internet at https://www.mql5.com.
8.6. In case of the Seller's disagreement with changed conditions, the Seller shall send to the Agent a notice of termination of the Agreement according to p. 8.3 of the Agreement. Otherwise, the Seller is deemed to accept the changed conditions.
8.7. Upon termination of this Agreement, all legal rights and obligations undertaken or executed by the Seller or the Agent (or accrued during the term of this Agreement) or perpetual rights and obligations, shall not be modified due to termination of this Agreement.
8.8. The present Agreement, as well as Seller's relationships with MetaQuotes Ltd hereunder shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of laws provisions. The Seller and MetaQuotes Ltd agree that the courts of the Republic of Cyprus shall have non-exclusive jurisdiction over any dispute arising out of this Agreement. Notwithstanding this, the Seller agrees that MetaQuotes Ltd shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.