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.
I. Terms and Definitions
For purposes of this Agreement, the following terms shall have the meanings as specified below:
“NeraSignal Ltd.” means the company NeraSignal Ltd. which is the right-holder of the NeraSignal.com website.
“NeraSignal” means the company NeraSignal Ltd.
“Market” means the NeraSignal Ltd.-controlled marketplace located at NeraSignal.com where registered Developers are allowed to distribute Products to Users.
“User” means You, being any person or entity registered with NeraSignal.com Market and given a permission to use NeraSignal.com Market in accordance with the terms and conditions as set forth herein.
“Product” means a computer software, as well as any revisions, updates and new versions thereof, written in the NeraSignal Language 4 (MQL4) or NeraSignal Language 5 (NeraSignal.com) 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 NeraSignal Ltd. via the NeraSignal.com 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 NeraSignal Software that can be explicitly provided by NeraSignal.
“Developer” means You, being any person or entity registered on NeraSignal.com as a Seller and allowed to distribute Products under this Agreement.
“You” means You as a NeraSignal.com Market User (‘Your’ and ‘Yours’ shall be construed accordingly).
“Payment Processor” means a payment system authorized by NeraSignal Ltd. to provide payment processing services related to financial transactions in NeraSignal.com Market that enable Developers with Payment Accounts to receive payments from the sale of Licenses to the Products distributed via NeraSignal.com Market, and permit Users with Payment Accounts to credit money to their Internal User Accounts on NeraSignal.com 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.
“NeraSignal Software” means the software which is developed by, and copyright of, NeraSignal Ltd., under the registered trademarks “MetaTrader”, “MQL4”, “MetaTrader 5” and “NeraSignal.com” 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, MQL4/5 IDE, User Interface, Documentation and NeraSignal 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:
Trading Terminal is a component designed for trading in the financial markets, price analysis, launching of applications written in MQL4 or NeraSignal.com programming language, testing and optimization of automated trading programs written in MQL4 or NeraSignal.com;
MQL Integrated Development Environment (MQL IDE) is a set of program tools for the development of program applications in NeraSignal Language 4 (MQL4) or NeraSignal Language 5 (NeraSignal.com) which can be used in the MetaTrader 4 or MetaTrader 5 trading terminals, respectively. MQL IDE consists of the following components:
NeraSignal Language 4 (MQL4) or NeraSignal Language 5 (NeraSignal.com) are programming languages for the development of program applications launched in the MetaTrader 4 or MetaTrader 5 trading terminals, respectively. The program source code generation process requires the use of .MQH, .MQ4 or .MQ5 text files created in the source code editor MetaEditor. Program applications that can be launched in the trading terminal are represented by .EX4 or .EX5 files generated as a result of compiling the corresponding MQL4 or NeraSignal.com source code using the NeraSignal Language Compiler;
MetaEditor is an editor which is used to develop program code in MQL4 or NeraSignal.com programming language and to further compile it using the NeraSignal Language Compiler;
NeraSignal Language Compiler is a MQL4 or NeraSignal.com source code compiler designed to create executable files that can be run in the Client Terminal;
Strategy Tester is a part of the Client Terminal designed for test and optimization of automated trading programs written in MQL4 or NeraSignal.com programming language;
Program Interface is a set of tools that allow the end user to interact with the Product, including, but not limited to, the following elements of the Product graphics: button, radio button, check box, icon, list box, tree view, text box, grid view, menu, window, tab, toolbar, scrollbar, slider, status bar, tooltip;
Documentation is any documentation published on-line or otherwise provided by NeraSignal Ltd., including but not limited to .CHM files installed together with the Product or loaded in the course of its use.
“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 NeraSignal 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 NeraSignal Ltd., are controlled by NeraSignal Ltd. or that are together with NeraSignal 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.
“NeraSignal Website” means all elements, content and style (look and feel) of the website, including 3rd level domains, with the URL addresses www.NeraSignal.net, www.metatrader4.com, www.mql4.com and www.metatrader5.com (among other URL addresses) from which the NeraSignal Software can be downloaded.
“NeraSignal Ltd. Website” means all elements, content and style (look and feel) of the website, including 3rd level domains, with the URL address NeraSignal.com.
“NeraSignal Ltd. Online Materials” means materials available for downloading from the NeraSignal Ltd. Website, as well as any changes made by NeraSignal Ltd. at its sole discretion.
“NeraSignal Ltd. Advertising Materials” means any trademarks, names, brands, logos, banners and any other materials in any form belonging and/or used by NeraSignal Ltd. to promote the company, its products, services or activities.
“NeraSignal Ltd. Employees” means officers, directors, employees and representatives of NeraSignal Ltd. or Affiliated Entities, as well as any other persons employed by NeraSignal Ltd. or its Affiliated Entities.
“Account” or “NeraSignal.com ID” means an account with Login and Password created for Your use of NeraSignal.com 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 NeraSignal Ltd. in relation to Your use of the NeraSignal.com Market service on NeraSignal.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 Products are developed by third party Developers who are not related to NeraSignal Ltd.
You agree that NeraSignal Ltd. shall not be responsible for Products submitted to Market by 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 purchases made on Market.
User who has not agreed to be bound by the terms and conditions of this Agreement shall have no right to use the Market service.
Market is available for use by persons aged 18 and older.
This Agreement will automatically cease to be effective if it appears that You are (a) not a registered User of the Market service, or (b) under the age of 18, or (c) a person or entity barred from using the NeraSignal Software under the laws of any country, including the country in which You are resident or from which You use the NeraSignal Software.
Your agreement with NeraSignal Ltd. can also include Additional Terms published or declared by NeraSignal Ltd. in the Internet or on the NeraSignal Ltd. Website. Additional Terms include, without limitations, terms and conditions set out in this Agreement.
Before using the Trading Terminal, Products, Software and NeraSignal Website, You must read and agree to the relevant license agreements and additional terms regarding the products or services offered by NeraSignal. You can accept such agreements or terms by clicking the appropriate button or as otherwise suggested by NeraSignal or by using the Client Terminal, products, services and NeraSignal 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 NeraSignal 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 NeraSignal 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 NeraSignal Software or the Market service is prohibited by law due to different requirements or a complete ban on the use of the NeraSignal 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. NeraSignal 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 NeraSignal Ltd. cannot give any warranties in this respect.
III. Use of Market
You agree to provide accurate and complete information when You register on, and as You use, Market, and You agree to update Your registration data to keep it accurate and complete. You agree that NeraSignal Ltd. may store and use the registration data You provide for maintaining Your Account and performing its obligations under this Agreement.
You agree that NeraSignal Ltd. may, at its sole discretion and without prior notice, suspend or terminate the provision of the Market service (or its functions) to You personally or all Users.
NeraSignal 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 NeraSignal Ltd.
NeraSignal Ltd. may make available to You various payment processing methods. You agree to abide by any relevant terms and conditions or other legal agreement, whether with NeraSignal Ltd. or the Payment Processor or a third party, that governs Your use of a given payment processing method. You agree that NeraSignal Ltd. may add or remove payment processing methods at its sole discretion and without notice to You.
NeraSignal Ltd. may find that a Product distributed via Market violates the Market Developer Distribution Agreement or other legal agreements, third party rights, laws, rules and regulations. You agree that in this case NeraSignal Ltd. reserves the right, at its sole discretion or as may be required by appropriate government authority, to discontinue the distribution of such Product via the Market service and urge the User who purchased the license to such Product not to use that Product and remove it from his computer, mobile phone or other devices controlled by the User.
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 to comply with all local laws and regulations regarding the download, installation and/or use of Products.
You agree not to use Market by any means other than through the interface that is provided by NeraSignal Ltd. on NeraSignal.com or the NeraSignal Software interface, unless You have been specifically allowed to do so in a separate agreement with NeraSignal Ltd. You specifically agree not to access Market through any automated means, including use of scripts, crawlers, or similar technologies.
You agree that You will not engage in any activity that interferes with or disrupts the operation of Market (as well as the servers and networks which service Market). You agree not to use the Products distributed via Market for purposes that may interfere with or disrupt the operation of the servers, networks or websites controlled by NeraSignal Ltd. or any third party.
You agree that You will not reproduce, duplicate, copy, sell, trade or resell the content of Market unless You have been specifically permitted to do so in a separate agreement with NeraSignal Ltd.
You agree that You are solely responsible for, and that NeraSignal Ltd. has no responsibility to You or to any third party for, Your use of Market and any Products, any breach of Your obligations under this Agreement, and for the consequences of any such breach (including any loss or damage of any kind which NeraSignal Ltd. or any third party may suffer).
You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with Your use of Market and purchase of Licenses to Products in Market, and that the reporting and payment of any such applicable taxes are Your responsibility.
NeraSignal Ltd. reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any Product from Market. However, You agree that by using Market You may be exposed to Products that You may find illegal, offensive, indecent or objectionable and that You use Market at Your own risk. NeraSignal Ltd. carries out only a formal check of the Product for its conformity with the functionality stated by Developer.
You agree that NeraSignal Ltd. and its Affiliated Entities own all right, title and interest in and to Market. You agree that NeraSignal Ltd. has all the appropriate rights and licenses for the distribution of Products via Market that are provided by their respective Developers or other copyright holders. You agree that You will not, and will not allow any third party to,
copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of Products, unless otherwise permitted,
take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in Products,
use Products to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or
remove, obscure, or alter copyright notices, trademarks, or other proprietary rights notices of NeraSignal Ltd., NeraSignal or any third party, affixed to or contained within Products.
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. Nothing in this Agreement gives User a right to use any trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Developer, NeraSignal Ltd. and NeraSignal.
For purposes of marketing the presence, distribution and sale of the Product via Market, NeraSignal Ltd. and its Affiliated Entities may include Developer Brand Features furnished by Developer to NeraSignal Ltd.:
in on-line or mobile communications outside Market when mentioned along with other Market Products;
when making announcements of the availability of the Product on-line or on mobile devices;
in presentations; and
in customer lists which appear either on-line or on mobile devices (including, without limitation, customer lists posted on NeraSignal Ltd. websites).
If Developer discontinues the distribution of specific Products in Market, NeraSignal Ltd. will cease the use of the discontinued Products’ Brand Features for such marketing purposes.
IV. Product Purchases via Market
NeraSignal Ltd. is selling You a License to the Product but the Products made available on Market are not sold to You. Product License shall be valid worldwide and entitle the User to display and use the Product in the appropriate Client Terminal to his personal advantage. Developer may at his own wish enter into a separate End User License Agreement (EULA) with the User for the Product use which will govern Your rights to it as a User.
Product License forms a binding agreement directly between You and the Product Developer governing Your use of that Product. Unless otherwise specified in the End User License Agreement, the following limitations of rights to use the Product by the User shall apply: 1) You shall not sell, assign, sub-license, lease, rent, distribute, broadcast, export, import or otherwise transfer rights to use the Product or any component thereof to any third party; 2) You shall not undertake, cause, permit or authorize the modification, translation, creation of similar products, decompiling, disassembling, decryption, hacking of the Product, as well as creation of derivative works; 3) Except as explicitly authorized in writing by the Product Developer, You shall not distribute the Product in the Internet; 4) You shall be allowed 4 reinstalls of the Product distributed via Market on other devices.
Products may comprise or be part of another software and technology owned or controlled by third parties. Use of any third party software or technology included in Products shall be governed by separate License Agreements.
You agree that Market and certain Products include security technology that limits Your use of Products and that, whether or not Products are limited by security technology, You shall use Products in compliance with the terms and conditions of this Agreement or End User License Agreement, and that any other use of Products may constitute a copyright infringement. Any security technology is an inseparable part of Products. You agree not to violate, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any of the security technology or to attempt or assist another person to do so.
Upon the purchase of the License to a Market Product, a special version of the Product program file is created for the User who purchased the License 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 the Product distributed via Market on other devices. However, if Developer removes the Product from Market pursuant to this Market Developer Distribution Agreement, such Product shall be removed from all sections of Market and Users shall no longer have a right or ability to reinstall the affected Product.
You shall not access or attempt to access an Account that You are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to Market. Violations of system or network security may result in civil or criminal liability.
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. Product ratings will be used to determine the placement of Products in Market with higher rated Products generally given better placement, subject to ability of NeraSignal 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 NeraSignal Ltd. based on Your history at its sole discretion. For new Developers without Product history, NeraSignal 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 NeraSignal Ltd. NeraSignal Ltd. reserves the right to display Products to Users in a manner that will be determined at the sole discretion of NeraSignal Ltd.
Product, except for a demo (trial) version thereof, shall become available for download after payment of the relevant Product License. Products, the Licenses to which are available at no charge (for free), can be obtained by any User via the Client Terminal and Internet, regardless of the amount of money available in the relevant Payment Account.
V. Pricing and Payments
In order to make purchases in Market, You must have a valid Payment Account under a separate agreement with a Payment Processor.
All financial transactions in Market shall be performed in accordance with the Market Payment System Regulations.
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.
Your total Product License price shall include the price of the Product License plus any applicable sales tax; such sales tax shall be based on the bill-to address and the sales tax rate in effect at the time You download the Product. NeraSignal Ltd. will charge tax only in jurisdictions where electronic (digital) goods or software licenses are taxable. No customers shall be eligible for tax exemptions.
All sales of Product Licenses shall be final and non-returnable.
Prices for Products offered via Market may change at any time, and Market does not provide price protection or refunds in the event of a price reduction or promotional offering.
If a Product becomes unavailable following a transaction but prior to download, Your sole remedy shall be a refund. If technical problems prevent or unreasonably delay delivery of Your Product, Your exclusive and sole remedy shall be either replacement or refund of the price paid, as determined by NeraSignal Ltd.
Special Refund Requirements. The Payment Processor’s standard terms and conditions regarding refunds will apply to Your distribution of Products via Market except the following terms.
Developer will be solely responsible for support and maintenance of his Products and handling of any complaints about his Products distributed via the Market service. Developer’s 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.
VI. User Credentials
You agree that You are responsible for maintaining the confidentiality of all User credentials that may be issued to You by NeraSignal Ltd. or which You may choose Yourself and will be solely responsible for all activity in Market which involves the use of such credentials. NeraSignal Ltd. may limit the number of User Accounts issued to You or to the company or organization You work for.
VII. Privacy and Information
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.
To find out more about how we collect and use the information you provide, please read our Privacy and Data Protection Policy and Cookies Policy.
VIII. Termination of this Agreement
This Agreement shall be effective until terminated by either You or NeraSignal Ltd., as set out below.
You may terminate this Agreement by discontinuing Your use of Market and of all Products downloaded from Market.
Upon termination of this Agreement, all legal rights and obligations to be executed or performed by You or NeraSignal Ltd. (or accrued during the term of this Agreement) or perpetual rights and obligations, shall not be modified due to termination of this Agreement.
NeraSignal Ltd. may at any time terminate this Agreement with You if:
You have breached any provision of this Agreement; or
NeraSignal Ltd. is required to do so by law; or
You cease to be a User; or
NeraSignal Ltd. decides to no longer provide Market.
IX. Disclaimer of Warranties
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 EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF PRODUCTS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY SERVICES OFFERED OR RENDERED BY THE PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND NeraSignal Ltd. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO PRODUCTS AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NeraSignal Ltd. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PRODUCT, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCTS OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NeraSignal Ltd. OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PRODUCT OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
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.
NeraSignal 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.
X. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NeraSignal Ltd. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE A PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NeraSignal Ltd. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NeraSignal Ltd IS NOT A REGISTERED INVESTMENT ADVISOR, BROKER/DEALER, FINANCIAL ANALYST, FINANCIAL BANK, SECURITIES BROKER OR FINANCIAL PLANNER. NeraSignal Ltd IS A TECHNOLOGY PROVIDER WHICH AMONG OTHER THINGS FACILITATES THE SHARING OF TRADE INFORMATION VIA THE INTERNET. USERS OF THE SERVICE MAY USE THE TRADE INFORMATION TO FORMULATE THEIR OWN INVESTMENT DECISIONS WHICH COULD BE TO COPY THE TRADES OF OTHERS. ALL INFORMATION ON THE NeraSignal.com IS PROVIDED FOR INFORMATION PURPOSES ONLY. THE INFORMATION IS NOT INTENDED TO BE AND DOES NOT CONSTITUTE FINANCIAL ADVICE OR ANY OTHER ADVICE, IS GENERAL IN NATURE AND NOT SPECIFIC TO YOU. BEFORE USING THE COMPANY’S INFORMATION TO MAKE AN INVESTMENT DECISION, YOU SHOULD SEEK THE ADVICE OF A QUALIFIED AND REGISTERED SECURITIES PROFESSIONAL AND UNDERTAKE YOUR OWN DUE DILIGENCE. NONE OF THE INFORMATION ON OUR SITE IS INTENDED AS INVESTMENT ADVICE, AS AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL, OR AS A RECOMMENDATION, ENDORSEMENT, OR SPONSORSHIP OF ANY SECURITY, COMPANY, OR FUND. THE COMPANY IS NOT RESPONSIBLE FOR ANY INVESTMENT DECISION MADE BY YOU. YOU ARE RESPONSIBLE FOR YOUR OWN INVESTMENT RESEARCH AND INVESTMENT DECISIONS.
You hereby agree, to the fullest extent permitted by law, to indemnify, defend, and hold NeraSignal 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: a) Your use of Market in violation of this Agreement, and (b) Your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include NeraSignal 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 purchase of Product Licenses via Market.
XII. Changes to this Agreement
NeraSignal Ltd. reserves the right to change and revise this Agreement. Each time changes are made to this Agreement, NeraSignal 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.
XIII. General Legal Terms
This Agreement constitutes the entire legal agreement between You and NeraSignal Ltd. that governs Your use of Market and can complement any prior agreements between You and NeraSignal Ltd. in relation to Market.
You acknowledge that the failure of NeraSignal Ltd. to exercise or enforce or delay of NeraSignal 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 NeraSignal Ltd. and that such rights and remedies will continue to be available to NeraSignal 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 NeraSignal 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 NeraSignal Ltd. may assign or transfer the rights granted in this Agreement without the prior written consent of the other party. Neither You nor NeraSignal 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 NeraSignal 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 NeraSignal 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 NeraSignal Ltd. shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction