2. SUBSCRIPTION TERM, AUTOMATIC RENEWAL AND TERMINATION
2.1. The term of the license and Subscriber’s subscription will commence upon successful creation of a payment profile and or processing of Subscriber’s payment of the applicable subscription fee and will continue for the length of the subscription term (annual or monthly) selected by Subscriber, or until a failed payment attempt or failure to pay (in case of Skrill), which leads to the deactivation of the account. The term shall renew automatically until the next billing period unless the subscription is cancelled by Subscriber using the “Billing” page within the terminal, or until cancelled by eFXData. Upon termination, eFX will disable Subscriber’s access and deactivate Subscriber’s account, and Subscriber will discontinue all use of the Service.
3. SUBSCIBER ACCOUNT, PAYMENT TERMS AND CONDITIONS
3.1. Subscriber must establish a “Subscriber Account” which shall include a personal login ID and password, and an associated method of payment. Subscriber is responsible for providing updated and accurate Subscriber Account information to eFXData including, but not limited to the Subscriber’s correct name, billing address and e-mail.
3.2. Subscriber shall keep his/her personal login information confidential and shall not allow any other person to access the Service using Subscriber’s personal login ID.
3.3. Payment shall be due in advance and may be made by credit card, PayPal or Skrill. eFXData shall automatically charge Subscriber at the beginning of each term, or (for Skrill users) remind users of their upcoming payment. In the event processing of Subscriber’s payment is unsuccessful for any reason, Subscriber’s license and subscription shall terminate immediately, subject to reinstatement upon Subscriber providing a valid method of payment.
3.4. Subscription fees are displayed at the time of purchase and are subject to change at any time. Information about the Service, subscription fee changes and new Service content will be published on https://plus.efxdata.com.
3.5. Subscription fees and all other fees and amounts payable by Subscriber are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any income taxes payable by eFXData.
3.6. Subscription fees are non-refundable except in the event Subscriber upgrades or downgrades his subscription, in which case eFX shall refund a pro-rata portion of the remaining monthly subscription term. The full payment of the new subscription rate is the requirement for any pro-rata refund. Early cancelations will not result in a refund, however, Subscriber will be able to use the service until the end of the subscription period.
3.7. The following additional terms apply to Subscribers who pay by credit card. (a) The credit card number is stored by eFXData’ payment processing provider in order to charge for recurring payment for the Service. For security reasons, only the credit card information identified in subsection (b) is stored at eFXData and all payment information entered is transferred via encrypted channels. (b) eFXData maintains records of all credit card transactions, including the card type, last four digits of the card, expiration date, billing name, street, city, state, country and postal code, as applicable.
3.8. For Subscribers who pay by PayPal, the PayPal account email address, name/business name, payer id, country, PayPal status (verified/unverified), as applicable, are stored by eFXData in order to charge for recurring payment for the Service. For security reasons, all payment information entered is transferred via encrypted channels.
3.9. For Subscribers paying with Skrill, the Skrill account name and country are stored by eFXData. For security reasons, all payment information entered is transferred via encrypted channels.
4. LICENSE RESTRICTIONS AND SUBSCRIBER OBLIGATIONS
4.1. The Service and all intellectual property rights therein are the exclusive property of eFXData and the other sources of the information included in the Service, and all rights in and related to the Service are reserved, unless explicitly granted. SUBSCRIBER EXPLICITLY AGREES NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST, CIRCULATE OR OTHERWISE DISTRIBUTE THE SERVICE, OR ANY OF THE INFORMATION CONTAINED THEREIN, IN ANY MANNER OR FOR ANY PURPOSES (PERSONAL OR BUSINESS) WITHOUT WRITTEN CONSENT FROM EFXDATA. SUBSCRIBER FURTHER AGREES NOT TO USE THE SERVICE FOR ANY UNLAWFUL PURPOSE AND AGREES TO COMPLY WITH ANY ADDITIONAL RESTRICTIONS IMPOSED BY EFXDATA TO PROTECT THE RESPECTIVE RIGHTS OF EFXDATA AND/OR THE PERSONS OR ENTITIES THAT ARE THE SOURCES OF INFORMATION INCLUDED IN THE SERVICES.
4.2. Subscriber shall not adapt, alter, publicly display, publicly perform, translate, embed into any other product or service or otherwise create derivative works of, or otherwise modify the Service or any of the material included in the Service.
4.3. Subscriber shall not, and shall not permit any other Person to, access or use the Service except as expressly permitted by this Agreement. Subscriber shall not sublicense, lease, rent, loan, or distribute the Service to any third party.
4.4. Promotional trials, whether free or discounted, are limited to one per person and may only be applied for a single trial period. Any Subscriber discovered to have accessed the Service at a promotional rate for a period beyond the authorized term will be prohibited from accessing the Service until the Subscriber makes payment for the period of unauthorized use.
4.5. Subscriber acknowledges that the Service is of an extremely confidential nature, and Subscriber agrees to receive, use, hold and maintain it as a confidential, proprietary, trade secret and product of eFXData. Subscriber shall not, without the prior express written consent of eFXData, cause or permit disclosure of all or any portion of the material included in the Service to any person or entity. Subscriber shall take all reasonable steps to safeguard access to the Service to ensure that no unauthorized copy, in whole or in part, in any form, is made or distributed or otherwise given to any unauthorized persons.
4.6. Subscriber shall not damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm the Service in any manner.
4.7. Subscriber shall not access or use the Service in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of any data included in the Service.
4.8. Subscriber shall not access or use the Service for purposes of competitive analysis, or to aid in the development, provision or use of a competing service or product or for any other purpose that is to the detriment or commercial disadvantage of eFXData.
4.9. Scripted or automated access to the Service is prohibited unless agreed upon in writing with eFXData in advance.
4.10. eFXData shall have the right to suspend any Subscriber account with a login rate that is greater than 90% of a Subscriber’s regular login rate. In the event of such a suspension, Subscriber shall have 48 hours after receiving notice of the suspension to provide satisfactory explanation for the increased login rate. Failure to do so will result in termination of the Service without refund.
5. DISCLAIMER OF WARRANTIES5.1. THE SERVICE IS PROVIDED “AS IS,” AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY LAW.
5.2. EFX DOES NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE DOES NOT CONTAIN VIRUSES.
5.3. Information available on the Service accessed is obtained from various sources, including mainly bank sell-side research. The Service may be subject to certain requirements and/or restrictions imposed by those sources. Subscriber acknowledges and agrees that eFXData may vary the data format of the Service from time to time and may, in its absolute discretion add, delete or modify information included in the Service including based on the request of or restrictions imposed by any source of information.
5.4. eFX data, including but not limited to orders, quants, ToTws, and performance are based on views, models, trade ideas, and forecasts expressed in banks' sell side research. eFXplus reserves the option to optimize orders with regard to their actionable entries, closings, targets and/or stops.
5.5. These warranty disclaimers are a fundamental element of the basis of the bargain between Subscriber and eFXData. eFXData would not provide the Service absent such disclaimer of warranties.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL EFXDATA BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, LOSS DUE TO TRADING RELATED ACTIVITIES OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. SUBSCRIBER INDEMNITY
Subscriber shall indemnify eFXData and any and all sources of information included in the Service against any claims arising from or relating to Subscriber’s use of the Service or any information included in the Service.
8. INJUNCTIVE RELIEF
Subscriber acknowledges and agrees that Service contains valuable trade secrets, confidential information and proprietary information of eFXData. Subscriber further acknowledges that any actual or threatened breach or violation of Section 4 of this EULA will constitute immediate, irreparable harm to eFXData for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for any such breach or violation.
9.1. Sections 4 though 8 shall survive termination of this License Agreement.
9.2. Subscriber acknowledges and agrees that the Product may contain cryptographic functionality the export of which is restricted under applicable export control law. Subscriber will use the Service only in accordance with all applicable laws and regulations.
9.3. This License Agreement shall be governed by the laws of the United States of America and the Commonwealth of Massachusetts, without giving effect to any conflicts of law principles that may require the application of the laws of a different country or state.
9.4. In the event that eFXData prevails in any legal suit, action or proceeding against Subscriber to enforce this License Agreement or any of the covenants contained herein, or obtain any other remedy in respect of any breach of this License Agreement, eFXData shall be entitled to recover from Subscriber, in addition to all other damages to which it may be entitled, the costs incurred by eFXData in conducting the suit, action or proceeding, including attorneys' fees, expenses and court costs.
9.5. In no event will eFXData be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond eFXData’ reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
9.7. In the case of any modifications of this License Agreement, Subscriber will be required to accept the new license agreement to maintain their account as active. A decline of the new license agreement will lead to the termination of the payment profile and cancellation of the subscription at the end of the then-current payment cycle.
Last Updated: 26 January 2018