Please read these Terms carefully. Access to, and use
of QFX LTD products (“Products”), QFX LTD
services (“Services”), and the QFX LTD
website (“Website”), including any of its
content, is conditional on your agreement to these
Terms. You must read, agree with, and accept all of
the terms and conditions contained in these Terms. By
creating an account, or by using or visiting our
Website, you are bound to these Terms and you indicate
your continued acceptance of these Terms.
1. Your QFX LTD Account
If you create an account on the Website, you are
responsible for maintaining the security of your
account, and you are fully responsible for all
activities that occur under the account and any other
actions taken in connection with the account. You
agree to provide and maintain accurate, current and
complete information, including your contact
information for notices and other communications from
us and your payment information. You may not use false
or misleading information in connection to your
account, or trade on the name or reputation of others,
and QFX LTD may change or remove any information that it
considers inappropriate or unlawful, or otherwise
likely to expose QFX LTD to claims of third parties. You
agree that we may take steps to verify the accuracy of
information you have provided to us.
You are responsible for taking reasonable steps to
maintain the confidentiality of your username and
password. You must immediately notify QFX LTD of any
unauthorized uses of your information, your account or
any other security breaches. QFX LTD will not be liable
for any acts or omissions by you, including any
damages of any kind incurred as a result of such acts
or omissions.
2. Responsibility of Users of the Website, Products,
and/or Services
Your access to, and all of your use of the Website,
Products, and/or Services must be lawful and must be
in compliance with these Terms, and any other
agreement between you and QFX LTD.
When accessing or using the Website, Products, and/or
Services, you must behave in a civil and respectful
manner at all times. We specifically prohibit any use
of the Website, Products, and/or Services, and you
agree not to use the Website, for any of the
following:
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• Engaging in conduct that would constitute a
criminal offense, giving rise to civil liability
or otherwise violate any city, state, national or
international law or regulation that would fail to
comply with accepted internet protocol;
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• Communicating, transmitting, or posting
material that is copyrighted or otherwise owned by
a third party unless you are the copyright owner
or have the permission of the owner to post it;
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• Communicating, transmitting, or posting
material that reveals trade secrets, unless you
own them or have the permission of the owner;
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• Communicating, transmitting, or posting
material that infringes on any other intellectual
property, privacy or publicity right of another;
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• Attempting to interfere in any way with the
Website, or our networks or network security, or
attempting to use our Website to gain unauthorized
access to any other computer system;
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• Accessing data not intended for you, or
logging on to a server or account, which you are
not authorized to access;
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• Attempting to probe, scan or test the
vulnerability of a system or network or to breach
security or authentication measures without proper
authorization (or succeeding in such an attempt);
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• Attempting to interfere or interfering with
the operation of the Website, Products, and/or
Services, or our provision of Services to any
other users of the Website, our hosting provider
or our network, including, without limitation, via
means of submitting a virus to the Website,
overloading, “flooding”, “mail
bombing” or “crashing” the
Website.
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In addition, if you operate an account, contribute to
an account, post material to the Website, post links
on the Website, or otherwise make material available
by means of the Website (any such material,
"Content"), you are solely responsible for the content
of, and any harm and damages resulting from that
Content. That is the case regardless of whether the
Content in question constitutes text, graphics, an
audio file, or computer software. By making Content
available, you represent and warrant that:
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• the downloading, copying and use of the
Content will not infringe the proprietary rights,
including but not limited to the copyright,
patent, trademark or trade secret rights, of any
third party;
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• if your employer has rights to intellectual
property you create, you have either (i) received
written permission from your employer to post or
make available the Content, including but not
limited to any software, or (ii) secured from your
employer a written waiver as to all rights in or
to the Content;
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• you have fully complied with any third
party licenses relating to the Content, and have
done all things necessary to successfully pass
through to end users any required terms;
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• the Content does not contain or install any
viruses, worms, malware, Trojan horses or other
harmful or destructive content;
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• the Content is not spam, and does not
contain unethical or unwanted commercial content
designed to drive traffic to third party sites or
boost the search engine rankings of third party
sites, or to further unethical or unlawful acts
(such as phishing) or mislead recipients as to the
source of the material (such as spoofing);
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• the Content is not obscene, libelous,
hateful or racially or ethnically objectionable,
and does not violate the privacy or publicity
rights of any third party.
If you delete Content, QFX LTD will use reasonable
efforts to remove it from the Website and our servers,
but you acknowledge that caching or references to the
Content may not be made unavailable to the public
immediately.
You are responsible for taking precautions as
necessary to protect yourself and your computer
systems from viruses, worms, Trojan horses, and other
harmful or destructive content. QFX LTD shall take
reasonable precautions to prevent the transmission of
harmful content from its technology systems to your
technology systems.
QFX LTD disclaims any liability for any harm or damages
resulting from your access or use of the Website,
Products, and/or Services, or access or use of
non-QFX LTD websites.
QFX LTD has the right (though not the obligation) to (i)
refuse or remove any Content that, in QFX LTD’s
reasonable opinion, violates any QFX LTD policy or is in
any way harmful or objectionable, or (ii) terminates
or denies access to and use of the Website, Products,
and/or Services, to any person for any reason, in
QFX LTD’s sole discretion.
3. Fees and Payments
By purchasing Products and/or Services, you agree to
pay QFX LTD annual subscription fees indicated for such
Product or Service. Payments will be due as of the
first day you sign up for a Product and/or Services,
and will cover an annual period, as indicated when
signing up.
Configurations and prices of the Website, Products,
and/or Services are subject to change at any time, and
QFX LTD shall at all times be entitled to modify
configurations, fees, prices and quotations, provided
that no price changes shall be made applicable to you
during a subscription term, and shall only take effect
after QFX LTD and you have agreed upon an extension,
upgrade or renewal of the subscription term. You agree
to any such changes if you do not object in writing to
QFX LTD within seven (7) business days of receiving a
notice of QFX LTD, or an invoice, incorporating or
announcing the fee and/or price changes. All prices
are exclusive of, and you shall pay all taxes, duties,
levies or fees, or other similar charges imposed on
QFX LTD or yourself by any taxing authority (other than
taxes imposed on QFX LTD’s income), related to your
order, unless you have provided QFX LTD with an
appropriate resale or exemption certificate for the
delivery location, which is the location where the
Products and/or Services are used or performed. In
case of changes in law such that a tax is levied that
is or becomes irrecoverable with a consequent increase
to the costs to QFX LTD of delivering the Products and/or
Services, whereby and to such an extent QFX LTD is
entitled to increase its prices accordingly and
retroactively.
4. Use of Third Party Content and Materials
QFX LTD has not reviewed, and cannot review, all of the
material, including computer software, posted to the
Website, and cannot therefore be responsible for that
material’s content, use or effects. By operating
the Website, QFX LTD does not represent or imply that it
endorses the material there posted, or that it
believes such material to be accurate, useful or
non-harmful. The Website may contain content that is
offensive, indecent, or otherwise objectionable, as
well as content containing technical inaccuracies,
typographical mistakes, and other errors. The Website
may also contain material that violates the privacy or
publicity rights, or infringes the intellectual
property and other proprietary rights, of third
parties, or the downloading, copying or use of which
is subject to additional terms and conditions, stated
or unstated. QFX LTD disclaims any responsibility for any
harm and/or damages resulting from the use or
downloading of postings of other parties on the
website.
5. Content Posted on Other Websites
We have not reviewed, and cannot review, all of the
material, including computer software, made available
through the websites and webpages to which QFX LTD.com
links, and that link to QFX LTD.com. QFX LTD does not have
any control over those non-QFX LTD websites and webpages,
and is not responsible for their contents or their
use. By linking to a non-QFX LTD website or webpage, QFX LTD
does not represent or imply that it endorses such
website or webpage.
6. Copyright Infringement
As QFX LTD requires others to respect its intellectual
property rights, it respects the intellectual property
rights of others. If you believe that material located
on or linked to by the Website violates your
copyright, you are encouraged to notify QFX LTD. QFX LTD
will, as it is able, respond to all such notices,
including as required or appropriate by removing the
infringing material or disabling all links to the
infringing material. In order to bring infringing
material to our attention, you must provide our DMCA
Agent with the following information: (a) an
electronic or physical signature of the person
authorized to act on behalf of the owner of the
copyrighted work; (b) an identification of the
copyrighted work and the location on the Website of
the allegedly infringing work; (c) a written statement
that you have a good faith belief that the disputed
use is not authorized by the owner, its agent or the
law; (d) your name and contact information, including
telephone number and email address; and (e) a
statement by you that the above information in your
notice is accurate and, under penalty of perjury, that
you are the copyright owner or authorized to act on
the copyright owner’s behalf.
In the case of a user who may infringe or repeatedly
infringes upon the copyrights or other intellectual
property rights of QFX LTD or others, QFX LTD may, in its
discretion, terminate or deny access to and use of the
Website, Products, and/or Services. In the case of
such termination, QFX LTD will have no obligation to
provide a refund of any amounts previously paid to
QFX LTD to any person in respect of any such termination.
7. Trademarks
QFX LTD, the QFX LTD logo, and all other trademarks, service
marks, graphics and logos used in connection with the
Website, Products, and Services, are trademarks or
registered trademarks of QFX LTD or QFX LTD’s
licensors. Other trademarks, service marks, graphics
and logos used in connection with the Website,
Products, and Services, may be the trademarks of other
third parties in which case such license is for the
exclusive benefit and use of us unless otherwise
stated, or may be the property of their respective
owners. Your use of the Website grants you no right or
license to reproduce or otherwise use any QFX LTD or
third party trademarks. Likewise, you grant no right
or license to reproduce or otherwise use any of your
trademarks, service marks, graphics and/or logos,
unless expressly authorized by you.
8. Termination
You may terminate your agreement and close your
account with QFX LTD at any time. QFX LTD may terminate its
relationship with you, or may terminate or suspend the
accessibility to the Website, Products, and/or
Services at any time, including the use of any
software, (i) if you breach these Terms and/or any
other agreement with QFX LTD; (ii) if QFX LTD reasonably
suspects that you are using the Website, Products,
and/or Services to breach the law or infringe third
party rights; (iii) if QFX LTD reasonably suspects that
you are trying to unfairly exploit or misuse
QFX LTD’s policies; (iv) if QFX LTD reasonably
suspects that you are using the Website, Products,
and/or Services fraudulently, or that Products or
Services provided to you are being used by a third
party fraudulently; (v) if you fail to pay any amounts
due to QFX LTD; (vi) you violate any applicable law or
regulation. Upon termination of your QFX LTD account for
the above reasons, there will be no refund of fees and
you will be denied access to the Website, Products
and/or the Services, including all of its data.
QFX LTD may terminate any agreement and access to your
account, if the Services or any part thereof, are no
longer legally available in your jurisdiction, or are
no longer commercially viable, at QFX LTD’s sole
discretion. In case of termination or closing of your
account by you because of a material breach by QFX LTD,
without any default by you, or in case of a force
majeure on the side of QFX LTD, QFX LTD will refund pro rata
for the remaining period of your subscription any fees
or expenses paid by you.
If you believe that QFX LTD has failed to perform or the
Services are defective, you must notify QFX LTD in
writing and allow fourteen (14) days for QFX LTD to cure
the defect. If QFX LTD cures the defect within this cure
period, QFX LTD will not be in default and cannot be held
liable for any damages and/or losses in connection to
such default. If QFX LTD has not cured the defect within
this cure period, you may terminate the subscription
with immediate effect, upon written notice to QFX LTD.
9. Changes
The configurations and specifications of the Website,
including without limitation all content there
available, the Products, and the Services may be
amended and/or updated from time to time, at the sole
discretion of QFX LTD. You are bound by any such changes
or updates, unless such changes materially diminish
the functionality and value of the Website, Products
and/or Services.
10. Limitation of Warranties of QFX LTD, Its Suppliers
and Its Licensors
QFX LTD warrants to QFX LTD customers of paid products
and/or services, provided that such customers have
paid all fees due, and are not otherwise defaulting
any obligations towards QFX LTD, an availability of the
Products and/or Services (“uptime”) of
ninety-eight percent (98%) per month. If for a reason
solely attributable to QFX LTD the uptime is not met,
QFX LTD will credit you as “liquidated
damages”, $100 for every day, or part of the
day, the Products and/or Services are not accessible
in violation with the uptime. You agree that it would
be difficult to determine the amount of damages that
will be suffered by you if the uptime will not be met.
You also agree that the above compensation schedule
will result in liquidated damages that bear a
reasonable proportion to the probable loss and the
amount of your actual loss. The aforementioned
liquidated damages shall be the sole and exclusive
remedy in the event the uptime has not been met by
QFX LTD. However, if the Products and/or Services are not
available to you for a reason solely attributable to
QFX LTD for a continuing period of five (5) days or more,
you may terminate your agreement in writing with
immediate effect, and you may request return of fees
paid by you related to the unavailable Products and/or
Services, pro-rata the remaining unused term of your
agreement.
QFX LTD and its licensors make no warranties or
representations whatsoever with respect to the
Website, Products, and Services, or any linked site or
its content, including the content, information and
materials on it or the accuracy, completeness, or
timeliness of the content, information and materials.
We also do not warrant or represent that your access
to or use of the Website, Products, and/or Services,
or any linked site will be uninterrupted or free of
errors or omissions, that defects will be corrected,
or that the Website, Products, and/or Services, or any
linked site is free of computer viruses or other
harmful components. We assume no responsibility, and
shall not be liable for any damages to, or viruses
that may infect, your computer equipment or other
property on account of your use of the Products or
Services, or your access to, use of, or browsing of
the Website, or your downloading or uploading of any
Content from or to the Website. If you are
dissatisfied with the Website, your sole remedy is to
discontinue using the Website.
No advice, results or information, whether oral or
written, obtained by you from QFX LTD, or through the
Website, shall create any warranty not expressly made
herein. QFX LTD does not necessarily endorse, support,
sanction, encourage or agree with any content or any
user content, or any opinion, recommendation, content,
link, data or advice expressed or implied therein, and
QFX LTD expressly disclaims any and all liability in
connection with user content and any other content,
materials or information available on or through the
Website, Products, and/or Services, created or
provided by users or other third parties.
Please note that some jurisdictions may not allow the
exclusion of implied warranties, so some of the above
exclusions may not apply to you. Check your local laws
for any restrictions or limitations regarding the
exclusion of implied warranties.
11. Limitation of Liability of QFX LTD, its Suppliers and
its Licensors
Under no circumstances shall any party, its
subsidiaries and affiliates, their respective
directors, officers, employees or agents, and other
representatives, be liable for any indirect,
consequential, incidental, special, or punitive
damages, including but not limited to lost profits and
business interruption, whether in contract or in tort,
including negligence, arising in any way from the use
of the Website, Products, Services, and/or the
Contents thereof, or of any hyperlinked website even
if such party is expressly advised of the possibility
of such damages. With the exception of damages related
to legally proven or admitted intellectual property
infringement caused by Products and/or Services as
delivered by a party without any third party content,
in no event shall a party’s liability exceed the
total sums received by QFX LTD from you during the twelve
(12) month period immediately prior to the date the
damages first occurred.
12. Your Representations and Warranties
You represent and warrant that your use of the
Website, Products, and/or Services will be in
accordance with any agreement between you and QFX LTD,
the QFX LTD Privacy Policy, these Terms, and with any
applicable laws and regulations, including without
limitation any local laws or regulations in your
country, state, city, or other governmental area,
regarding online conduct and acceptable content, and
including all applicable laws regarding the
transmission of technical data exported from the
country in which you reside, and with any other
applicable policy or terms and conditions.
13. Indemnification
Subject to the limitations set forth herein, the
Parties agree to defend, indemnify, and hold each
other harmless, including its subsidiaries and
affiliates, their respective directors, officers,
employees or agents, and other representatives, from
and against all claims, losses, damages, liabilities,
and costs (including but not limited to reasonable
attorneys’ fees and court costs), arising out
of, relating to or in connection with (i) a material
violation of these Terms, or any agreement between the
Parties, or (ii) any allegation that any information
or material (including any Content) violates any
rights of any third party.
You understand and agree that, by using the Products
and/or Services, you are solely responsible for any
data, including personally identifiable information,
collected or processed via our Products and/or
Services. You will defend, indemnify, and hold QFX LTD
harmless, without any limitation, for all damages in
connection to (alleged) violations of any privacy laws
through the use of the Products and/or Services under
your account.
14. Miscellaneous
Each party shall take out adequate insurance in order
to cover its risks hereunder, including but not
limited to a general- and product liability insurance.
Regarding the security, confidentiality and integrity
of data, each party is responsible for maintaining
appropriate technical and organizational measures for
the protection of data processed on their own systems
and on third party systems that are in use by the
involved party.
QFX LTD will not be liable for any delay in performing or
failure to perform any of its obligations to you
caused by events beyond its reasonable control. QFX LTD
will notify you promptly in writing of the reasons for
the delay or stoppage (and the likely duration) and
will take all reasonable steps to overcome the delay
or stoppage.
If you are located in the United States and use or
access the Website, Products, and/or Services from the
United States, these Terms, the Website, Products,
and/or Services and any and all agreements between you
and QFX LTD shall be governed by and construed in
accordance with the laws of the state of New York,
without giving effect to the United Nations Convention
on the Contracts for the International Sale of Goods.
All disputes between you and QFX LTD shall be resolved
under the International Arbitration Rules of the
American Arbitration Association in front of a sole
arbitrator. The place of arbitration shall be New York
City, New York. The language of the arbitration shall
be English. Any award, verdict or settlement issued
under such arbitration may be entered by any party for
order of enforcement by any court of competent
jurisdiction.
If you are located outside the United States and use
or access the Website, Products, and/or Services from
outside the United States, these Terms, the Website,
Products, and/or Services and any and all agreements
between you and QFX LTD shall be governed by and
construed in accordance with the laws of the
Netherlands, without giving effect to the United
Nations Convention on the Contracts for the
International Sale of Goods. All disputes between you
and QFX LTD shall be exclusively resolved by the Dutch
Courts in Amsterdam.
Any cause of action against a party, regardless
whether in contract, tort or otherwise, must commence
within one (1) year after the cause of action accrues.
otherwise, such cause of action is permanently barred.
If any part of these Terms is held invalid or
unenforceable, that part will be construed to reflect
the Parties’ original intent, and the remaining
portions will remain in full force and effect. A
waiver by either party of any term or condition of
these Terms or any breach thereof, in any one
instance, will not waive such term or condition or any
subsequent breach thereof. You may only assign your
rights under these Terms to any party that consents
to, and agrees to be bound by, the terms hereof in
writing. QFX LTD may assign its rights under these Terms
at its sole discretion. These Terms will be binding
upon and will inure to the benefit of the parties,
their successors and permitted assigns. You agree that
no joint venture, partnership, employment, or agency
relationship exists between you and us as a result of
the Terms, or your use of the Website, Products,
and/or Services.
A Special Note About Children
The Website is not designed or intended for use by
children under the age of 16, and our Products and
Services may not be purchased by children under the
age of 16. We do not intentionally gather personal
information from visitors who are under the age of 16.
If you are under the age of 16, you are not permitted
to submit any personal information to us. If you are
under the age of 16, you should use the Website only
with the consent of a parent or guardian.