Please read the terms and conditions of this Agreement carefully. Capitalized terms used herein shall be defined as set forth in Section I of this Agreement.
For purposes of this Agreement, the following terms shall have the meanings as specified below:
"MetaQuotes Ltd" means the company MetaQuotes Ltd which is the right-holder of the www.mql5.com website.
"MetaQuotes" means the company MetaQuotes Ltd.
"Market" means the MetaQuotes Ltd-controlled marketplace located at www.mql5.com where registered Developers are allowed to distribute Products to Users.
"Product" means a computer software, as well as any revisions, updates and new versions thereof, written in the MetaQuotes Language 4 (MQL4) or MetaQuotes Language 5 (MQL5) programming languages, which is designed as an application that can be launched by the User in the corresponding Client Terminal MetaTrader 4 or MetaTrader 5 and the copyright for which is held by the Developer. Product's distribution kit shall be distributed in the Internet via the Market Service in electronic form. No tangible media shall be delivered to the User.
"Product License" means a limited, personal, non-exclusive, ordinary, non-sublicensable and non-transferable license to the Product which is acquired by User from MetaQuotes Ltd via the Market service and grants the right to User to download, install and use the Product on his computer for purposes of trading in the financial markets and exclusively for use with the MetaQuotes Software that can be explicitly provided by MetaQuotes.
"Developer" means You, being any person or entity registered with Market and allowed to distribute Products under the terms and conditions of this Agreement.
"You" means You as a Market Developer and User ('Your' and 'Yours' shall be construed accordingly).
"Payment Processor" means a payment system authorized by MetaQuotes Ltd to provide payment processing services related to financial transactions in Market.
"Payment Account" means a financial account issued by the Payment Processor in its payment system pursuant to a separate agreement with a User or Developer whose use of the Payment Account must be approved by the Payment Processor.
"MetaQuotes Software" means the software which is developed by, and copyright of, MetaQuotes Ltd, under the registered trademarks "MetaTrader", "MQL4", "MetaTrader 5" and "MQL5" together with any updates, upgrades, revisions, modifications, new versions and related components, including, but not limited to, the MetaTrader 4 and MetaTrader 5 Trading Terminals, MQL IDE, User Interface, Documentation and MetaQuotes Website.
"Client Terminal" means either MetaTrader 4 or MetaTrader 5 trading terminal which represents a trader's workstation and enables a trader to trade in the financial markets. In addition to its updates, upgrades, revisions and new versions, Client Terminal includes the following components:
"Agreement" means this Market Developer Distribution Agreement between MetaQuotes Ltd and the Developer, as well as updated, modified and/or amended future versions hereof as now or thereafter in effect.
"Rules" mean Market service rules and conditions that apply to Your use of the Market service, published or declared in addition to this Agreement.
"Effective Date" means the date on which this Agreement is entered into by clicking on the "Continue", "Accept" or a similar button in accordance with the procedure set out below.
"Additional Terms" means the terms and conditions that apply to Your use of the Software, Products and Website of MetaQuotes Ltd, published or declared in addition to this Agreement.
"Affiliated Entities" means any corporation, company or other entities that directly or indirectly control the operation of MetaQuotes Ltd, are controlled by MetaQuotes Ltd or that are together with MetaQuotes Ltd controlled by third parties. For purposes of this document, "to control" and "controlled by" shall mean the direct or indirect ownership of more than 50% (Fifty percent) of the issued and outstanding ordinary shares of a corporation, company or another entity.
"Content" means any content, including text, audio files, images, pictures, video and/or any other type of information or communication.
"Trademarks" means trademark and service mark names, logos, domain names and other distinctive features of trademarks of their respective owners (or license holders).
"Intellectual Property Rights" means patents, patent applications, designs, trademarks and trade names (registered and unregistered), copyrights and other similar rights, database rights, technology, know-how and confidential information, all other intellectual property rights and similar or equivalent rights anywhere in the world that exist now or may exist in the future, as well as applications, alterations and amendments to any of the above rights.
"MetaQuotes Website" means all elements, content and style (look and feel) of the website, including 3rd level domains, with the URL addresses www.metaquotes.net, www.metatrader4.com, www.mql4.com and www.metatrader5.com (among other URL addresses) from which the MetaQuotes Software can be downloaded.
"MetaQuotes Ltd Website" means all elements, content and style (look and feel) of the website, including 3rd level domains, with the URL address www.mql5.com.
"MetaQuotes Ltd Online Materials" means materials available for downloading from the MetaQuotes Ltd Website, as well as any changes made by MetaQuotes Ltd at its sole discretion.
"MetaQuotes Ltd Advertising Materials" means any trademarks, names, brands, logos, banners and any other materials in any form belonging and/or used by MetaQuotes Ltd to promote the company, its products or activities.
"MetaQuotes Ltd Employees" means officers, directors, employees and representatives of MetaQuotes Ltd or Affiliated Entities, as well as any other persons employed by MetaQuotes Ltd or its Affiliated Entities.
"Account" or "MQL5 ID" means an account with Login and Password created for Your use of Market.
"Login" means an identification code which, in combination with the Password, gives You access to Your Account.
"Password" means a code You select, which, in combination with the Login, gives You access to Your Account.
Words used in singular form include the plural, and vice versa, as appropriate.
Any words following the terms (in any form) "including", "among other things", "in particular" and similar expressions shall be construed as illustrative and not limiting the meaning of the words preceding those terms.
This Agreement, as well as any updates hereof, constitutes the entire agreement between You and MetaQuotes Ltd in relation to Your use of the Market service on www.mql5.com to browse, search and download Products and purchase Product Licenses to be further used in the MetaTrader 4/5 Client Terminal under the terms and conditions set forth in this Agreement.
By clicking on the "Continue", "Accept" or a similar button or an appropriate link, You agree to the terms and conditions of this Agreement.
You agree that MetaQuotes Ltd shall not be responsible for Products submitted to Market by You or any third party Developers. Furthermore, some Product Licenses can be offered free of charge, while others are for a certain fee. You shall be solely responsible for payments pertaining to transactions performed in Market.
Developer who has not agreed to be bound by the terms and conditions of this Agreement shall have no right to distribute Products via Market.
Market is available for use by persons aged 18 and older.
If You are a company employee or executive and You use Market on behalf of Your company ("Company"), You acknowledge and agree that:
Your agreement with MetaQuotes Ltd can also include Additional Terms published or declared by MetaQuotes Ltd in the Internet or on the MetaQuotes Ltd Website. Additional Terms include, without limitations, terms and conditions set out in this Agreement.
Before using the Trading Terminal, Products, Software and MetaQuotes Website, You must read and agree to the relevant license agreements and additional terms regarding the products or services offered by MetaQuotes. You can accept such agreements or terms by clicking the appropriate button or as otherwise suggested by MetaQuotes or by using the Client Terminal, products, services and MetaQuotes Website whereby You agree and acknowledge that by such use You accept the relevant agreements or terms.
You acknowledge and agree that by accepting the terms and conditions of this Agreement, as well as Rules and Additional Terms, You enter into a legally binding agreement with MetaQuotes Ltd. In case of any conflict between Rules, Additional Terms and this Agreement, Rules and Additional Terms shall prevail with respect to any particular service offered by MetaQuotes Ltd. We recommend that You print and keep a copy of this Agreement.
You hereby 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 Market service.
Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original non-electronic signature or delivery or retention of non-electronic records, to the extent permitted by applicable mandatory law.
If You are a resident of a jurisdiction where the use of the MetaQuotes Software or the Market service is prohibited by law due to different requirements or a complete ban on the use of the MetaQuotes Software or the Market service in any such jurisdiction, do not install or use them.
Use of Market requires compatible devices (computer, mobile phone, etc.) and Internet access. Market may use Your computer (or other device) resources, including, but not limited to, CPU, memory and network connectivity to ensure the functionality of Market. MetaQuotes Ltd will make commercially reasonable efforts to protect the privacy and integrity of Your computer resources and Your communications. However, You acknowledge and agree that MetaQuotes Ltd cannot give any warranties in this respect.
You grant to MetaQuotes Ltd a non-exclusive, worldwide, and royalty-free license to copy, display, and use Products for administrative and demonstration purposes in connection with the placement of Products in Market.
You grant to MetaQuotes Ltd a non-exclusive and royalty-free license to sell Product Licenses and distribute Products according to the publishing options selected by You on the Product upload page in Market.
MetaQuotes Ltd may engage the services of consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be bound by the same obligations as MetaQuotes Ltd. After termination of this Agreement, MetaQuotes Ltd will stop the distribution of Your Product via Market.
You grant to the User a non-exclusive License to the Product which is sold by MetaQuotes Ltd to the User via Market, while the Products made available on Market are not sold to the User. Product License shall be valid worldwide and entitle the User to display and use the Product in the Client Terminal to his personal advantage. You may at Your own wish enter into a separate End User License Agreement (EULA) with the User for the Product use which will govern User's rights to it.
Product License forms a binding agreement directly between You and the User of the Product governing the use of Your Product by the User. Unless otherwise specified in the End User License Agreement, the following limitations of rights to use the Product by the User shall apply:
You represent and warrant that You have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that You have the right to distribute such third-party material relating to the Product. You agree that You will not submit material to Market that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to submit the material.
All rights to Trademarks, as well as property rights and titles, including but not limited to any and all rights to intellectual property are the property of their respective owners or license holders. Except as otherwise provided in this Agreement, neither party grants to the other party any right, title or interest (including, but not limited to, any implied licenses) in or to Trademarks. Subject to the terms and conditions of this Agreement, Developer grants to MetaQuotes Ltd and its Affiliated Entities a limited, non-exclusive license to display Developer Brand Features furnished by Developer to MetaQuotes Ltd on-line, on computers and mobile devices solely for use in connection with distribution and sale of the Developer's Product in Market and in order to fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products in Market, MetaQuotes Ltd will cease the use of the discontinued Products' Brand Features pursuant to clause III.6. Nothing in this Agreement gives Developer a right to use any of trade names, trademarks, service marks, logos, domain names, or other distinctive brand features of MetaQuotes Ltd and MetaQuotes.
Publicity. In addition to the license, as described in clause III.6., for purposes of marketing the presence, distribution and sale of the Developer's Product via Market, MetaQuotes Ltd and its Affiliated Entities may include Developer Brand Features furnished by Developer to MetaQuotes Ltd:
Except for the rights granted by You to MetaQuotes Ltd under the license as per Section III, MetaQuotes Ltd agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any Products, including any intellectual property rights which subsist in applications, or percentage of sales.
You agree to use Market only for purposes that are permitted by (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
You agree that if You use Market to distribute Products, You will protect the privacy and legal rights of Users. If the Users provide You with, or Your Product accesses or uses such data as, user names, passwords, or other registration information, You must make the Users aware that such data will be available to Your Product, and You must provide legally adequate privacy notice and protection for those Users. Further, Your Product may only use that information for the limited purposes for which the Users have given You permission to do so. If Your Product stores personal or sensitive information provided by Users, it must do so securely and only for as long as it is needed. But if the User has opted into a separate agreement with You that allows You or Your Product to store or use personal or sensitive information directly related to that Product (not including other Products or applications) then the terms of that separate agreement will govern Your use of such information. If the User provides Your Product with his Account information for MetaQuotes Software, Your Product may only use that information to access the User's Account for MetaQuotes Software when, and for the limited purposes for which, the User has given You permission to do so.
Prohibited Actions. You agree that You will not engage in any activity (including the development and distribution of Products) that interferes with, disrupts, or otherwise damages the devices, servers, networks, or other properties or services of any third party including MetaTrader 5 Trading Terminal users, MetaQuotes Ltd, MetaQuotes or telecommunications network operators. You may not use customer information obtained from Market to sell or distribute Products outside of Market. Products may not contain deliberate operation restrictions or change their functionality depending on the account type, account number, trade server name and other similar conditions under which they are used.
Non-Compete. You may not use Market to distribute or make available any Product whose primary purpose is to facilitate the distribution of software applications for MetaTrader 5 Trading Terminal outside of Market.
You agree that You are solely responsible for (and that MetaQuotes Ltd has no responsibility to You or to any third party for) any Products You distribute via Market and for the consequences of Your actions (including any loss or damage which MetaQuotes Ltd may suffer) by doing so.
You agree that You are solely responsible for (and that MetaQuotes Ltd has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences of any such breach (including any loss or damage which MetaQuotes Ltd or any third party may suffer).
Product Ratings. Market Users shall be allowed to rate Products. Only Users who downloaded the full version of the applicable Product shall be able to rate it, with higher rated Products generally given better placement, subject to ability of MetaQuotes Ltd to change placement of Products at its sole discretion. Market Administration may also assign a composite score for any Product that has not received User ratings. A Developer Composite Score shall be a representation of the Product quality and will be determined by MetaQuotes Ltd based on Your history at its sole discretion. For new Developers without Product history, MetaQuotes Ltd may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by MetaQuotes Ltd. MetaQuotes Ltd reserves the right to display Products to Users in a manner that will be determined at the sole discretion of MetaQuotes Ltd.
Your Products may be subject to User ratings to which You may not agree. You may contact MetaQuotes Ltd. if You have any questions or concerns regarding such ratings.
Marketing Your Products. You will be responsible for uploading Your Products to Market, providing required Product information to Users, and accurately disclosing the security permissions necessary for the Product to function on the Trading Terminal of the User. Products that are not properly uploaded will not be published in Market.
Restricted Content. Any Product distributed via Market must adhere to the Developer Program Policies.
This Agreement covers both Product Licenses You choose to distribute for free and Product Licenses for which You charge a fee. In order to charge a fee for Your Product Licenses, You must have a valid Payment Account under a separate agreement with a Payment Processor.
Product Licenses shall be offered to users at the prices, which You determine at your own discretion. If according to MetaQuotes Ltd, Product License sales are taxable, You authorize MetaQuotes Ltd to include the appropriate Tax amount into the payment charged from the buyer, in addition to the License price. Product Prices shall be expressed in US dollars. Market may display the prices of Products to Users in their native currency, but it shall not be responsible for the accuracy of currency rates or conversion.
All financial transactions in Market shall be performed in accordance with the Market Payment System Regulations. The operational fee of the Market service is equal to 20%.
For Product Licenses sold in European Union member states, MetaQuotes Ltd determines whether the Product License is taxable (for example, subject to VAT). If the Product License is taxable, MetaQuotes Ltd or the Payment Processor shall collect the taxes arising from the sales of the License to users and shall pay them to the appropriate tax authority.
For Product Licenses sold in other countries and regions, You shall determine if the Product License is taxable as well as find out the applicable tax rate. Furthermore, You are responsible for remitting taxes to the appropriate taxing authority.
All Taxes shall be deducted from the selling price of the Product License. The remaining amount (the License sale price less the Market service operational fee of 20% and any applicable Taxes) shall be transferred to You.
You may also choose to distribute Products for free. If the Product is free, You will not be charged a Transaction Fee. You may not collect future charges from Users for copies of the Products that those Users were initially allowed to download for free. This is not intended to prevent distribution of free trial versions of the Product with an "upsell" option to obtain the full version of the Product: Such free trials for Products are encouraged. In this Agreement, "free" means "there are no charges or fees of any kind for use of the Product". All fees received by Developers for Products distributed via Market must be processed by the Payment Processor.
You support Your Product. You will be solely responsible for support and maintenance of Your Products and handling of any complaints about Your Products. Your contact information will be displayed in each application detail page and made available to Users for customer support purposes. Developer shall eliminate all critical errors detected in the Product which may result in the early termination of the Product operation. Failure to provide adequate support for Your Products may result in low Product ratings, less prominent product exposure, low sales and billing disputes.
Installs and Reinstalls. Upon the purchase and installation of a Market Product, a special version of the Product program file is created for the User who purchased the Product which allows the use of the Product only on the equipment (computer configuration and operating system) from which such purchase (download) originated. Users shall be allowed to reinstall applications distributed via Market on other devices. However, if You remove Products from Market pursuant to subclauses 1, 2 or 3 of clause VI.1, such Products shall be removed from all sections of Market and Users shall no longer have a right or ability to reinstall the affected Products.
Your Takedowns. You may remove Your Products from future distribution via Market at any time, but You must comply with this Agreement and the Payment Processor's Payment Account terms of service, including but not limited to refund requirements. Removing Your Products from future distribution via Market does not
If You violate subclauses 1 or 2 of this clause VI.1 when removing a Product from Market, and an end user purchased such Product within a year before the date of takedown, at the request of MetaQuotes Ltd, You must refund to the affected end user all amounts paid by such end user for such affected Product, less the portion of the Transaction Fee specifically allocated to the credit card and payment processing for the associated transaction.
MetaQuotes Ltd Takedowns. MetaQuotes Ltd does not undertake an obligation to monitor the Products or their content, but it reserves the right to remove the Product from Market or reclassify the Product at its sole discretion if MetaQuotes Ltd is notified by You or otherwise becomes aware and determines at its sole discretion that a Product or any portion thereof or any of Your Brand Features:
MetaQuotes Ltd reserves the right to suspend and/or bar any Developer from Market at its sole discretion. In the event that Your Product is removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product within a year before the date of takedown,
You agree that You are responsible for maintaining the confidentiality of any Developer credentials that may be issued to You by MetaQuotes Ltd or which You may choose Yourself and will be solely responsible for all applications that are developed under such Developer credentials. MetaQuotes Ltd may limit the number of Developer Accounts issued to You or to the company or organization You work for.
We use Your personal data, which help us to create, develop, manage, provide and improve the Market service, other services and content, as well as to protect against fraud and copyright violation.
We may occasionally use Your personal data to send You important notices of changes in our Terms of Services or Policies. We may also use personal data for internal purposes, such as auditing, data analysis and research, which enable us to improve our Services.
This Agreement shall be effective until terminated by either You or MetaQuotes Ltd, as set out below.
If You want to terminate this Agreement, You must provide MetaQuotes Ltd with thirty (30) days prior written notice and cease Your use of any relevant Developer credentials.
MetaQuotes Ltd may at any time terminate this Agreement with You if:
YOU UNDERSTAND AND AGREE THAT YOUR USE OF Market IS AT YOUR SOLE RISK AND THAT Market IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND.
YOU AGREE TO USE Market AND ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF Market AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA AS A RESULT OF SUCH USE.
MetaQuotes Ltd FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MetaQuotes Ltd, ITS SUBSIDIARIES AND AFFILIATED ENTITIES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT MetaQuotes Ltd OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
You hereby agree, to the fullest extent permitted by law, to indemnify, defend, and hold MetaQuotes Ltd, its Affiliated Entities and each of their respective directors, officers, employees and agents, as well as Authorized Carriers, harmless from and against any and all third party claims, demands, causes of action, suits or proceedings, as well as any and all losses, liabilities, damage, costs or expenses (including any reasonable attorneys' fees), arising out of or accruing from:
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include MetaQuotes Ltd or third parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from taxes related to Your distribution of Products via Market.
MetaQuotes Ltd reserves the right to change and revise this Agreement. Each time changes are made to this Agreement, MetaQuotes Ltd will publish a revised version of the Agreement on the Website. The revised version of the Agreement shall be effective immediately upon publication. Your use of the Market service following any change to this Agreement will constitute Your assent to and acceptance of the revised Agreement.
This Agreement constitutes the entire legal agreement between You and MetaQuotes Ltd and governs the use of the Market service by the Developer.
You acknowledge that the failure of MetaQuotes Ltd to exercise or enforce or delay of MetaQuotes Ltd in exercising or enforcing any legal rights or remedies provided hereunder (or by any applicable law) shall not constitute a waiver of such rights or remedies on part of MetaQuotes Ltd and that such rights and remedies will continue to be available to MetaQuotes Ltd.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, then that provision will be removed from this Agreement without affecting the remaining provisions contained herein. The remaining provisions of this Agreement will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies of which MetaQuotes Ltd is the parent shall be third party beneficiary to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on or rights in favor of them. No other persons or companies shall be third party beneficiaries to this Agreement.
Neither You nor MetaQuotes Ltd may assign or transfer the rights granted in this Agreement without the prior written consent of the other party. Neither You nor MetaQuotes Ltd shall be permitted to delegate the responsibilities or obligations under this Agreement without the prior written consent of the other party.
This Agreement, as well as Your relationship 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. You 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, You agree that MetaQuotes Ltd shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.