These terms and conditions (the “Terms and Conditions”) govern the relationship between you (“You” or the “User”) with MT2 SOFTWARE LTD (the “Owner”, and together with the User, the “Parties”) regarding the provision and use of the Software, as defined below.
PLEASE READ THESE TERMS AND CONDITIONS BEFORE INSTALLING OR USING IN ANY WAY THE SOFTWARE. DOING SO SHALL BE CONSIDERED AS AN ACCEPTANCE OF THESE TERMS AND CONDITIONS BY YOU IN FULL. IF YOU DISAGREE WITH THESE TERMS AND CONDITIONS OR ANY PART OF THESE TERMS AND CONDITIONS YOU MUST NOT USE THE SOFTWARE. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTED, YOU ARE NOT ALLOWED TO USE THE SOFTWARE IN ANY WAY.
1. Provision of Software-as- a-Service:
a. The Owner is the sole proprietary of MT2 TRADING PLATFORM (the “Software”), a software used to interact between the User and its designated broker or brokers (the “Broker” or the “Brokers”) in binary options and forex operations, mainly in FX markets. The Software is supplied to the User through an authorized distributor (the “Vendor”).
b. The Software allows for the automation of trades based on signals received from MetaTrader terminal through an automatic or manual connector provided alongside the Software, as selected by the User.
Among these features this Software provides news filter and money management amongst others and it is included the ‘Copy Trading’ feature, which allows the User to be subscriber of other Users that act as signal providers. The Users that are subscribed to signal providers can delegate on a bot the placing and execution of trades following the actions of the signal providers.
c. The Software can be provided on a demo account basis without a time limitation (the “Demo Account”).
d. Alternatively, the Software can be provided on a real account basis for a rent period or permanent, as long as the applicable Fees, as defined below, are paid by the User (the “Account”).
2. Relationship between the Owner and the User:
a. The Owner does not make any profits from the operations carried out by the User as a result of its relationship with the Brokers.
b. The User acknowledges that binary options and forex trading carries a high level of risk and may not be suitable for all investors. Before deciding to trade binary options, the User has carefully considered its investment objectives, level of experience, and risk appetite. The possibility exists that the User could sustain a loss in excess of its initial investment. The User should not invest money that it cannot afford to lose. The User should be aware of all the risks associated with binary options and forex trading and seek advice from an independent financial adviser in case of any doubts.
c. Moreover, the User also acknowledges that the ‘Copy Trading’ feature does not constitute investment advice from the Owner, as this feature only allows to follow other Users and place similar operations following their actions.
d. The Owner has no duty to supervise or review Brokers’ actions or recommendations. Brokers’ services to the User does not in any way represent an endorsement by the Owner or that the Owner has reviewed or approved the operation of the Brokers, its services, or any recommendations or advice or actions. In no manner shall the provision of the Software be considered as an endorsement of any of the Broker and/or its services.
e. The User shall be the sole responsible to analyse and check if the binary options or forex activity is legal in any jurisdiction involved and if the Broker has all the necessary authorizations to legally conduct its business and agrees to maintain the Owner harmless from any and all liability, loss, damage, lawsuits, proceedings, appeals, assessments, fines, actions, causes of action, decrees, judgments, settlements, court orders, investigations, civil penalties and/or demands of any kind that may result (including attorney fees and associated expenses) whether compensatory, exemplary, punitive, special, consequential and/or incidental caused directly or indirectly by the operations carried out by the User.
f. All claims, questions or disputes regarding Brokers’ services or regarding Brokers’ execution of operations must be made directly only to such Broker and under no circumstances whatsoever and by no means to the Owner.
g. Each Party has no authority and shall not make any representations or give any warranties on the other Party’s behalf. Neither Party shall have any authority to bind the other Party or to enter into any agreement, understanding or commitment giving rise to any liability or obligation to the other Party.
a. The use of the Demo Account shall not trigger the payment of any Fee.
b. The use of the Real Account shall trigger the payment of the applicable Fees as detailed below.
c. The User shall pay the Owner the applicable fee due in consideration for the provision of the Software when using it on a Real Account (the “Software Fees”). The Software Fees shall be charged on a monthly basis for a rent license or as a one-time payment for a permanent license. In case of a rent license the monthly subscription can be terminated at the end of the month.
d. If the User becomes a signal provider as described in section 1.c., the Owner shall be entitled to a 25% commission on all profit share rewards received by the User acting as a signal provider to other users (the “Services Fees” and together with the Software Fees, the “Fees”).
e. The Owner may from time to time change the applicable Fees without assigning reason or cause and without notice in advance.
f. The Owner might use the services of a payment processor, who might be the Vendor, for the collection of the Fees. As such, the payment processing activities might be governed by a different set of rules other than these Terms and Conditions.
4. Intellectual Property:
a. Subject to the Terms and Conditions, the Owner hereby grants to the User a limited to the time paid as Software Fees, non-exclusive, non-transferable, non-sub licensable, valid only for its territory, license to access and use the Software on a software-as-a-service basis (“License”).
b. The User is not authorized to use the Software in any other way besides the purpose indicated above in Section 1 (Provision of Software-as- a-Service). As a consequence, the User shall not and shall use best efforts to cause any third party not to do any of the following: (i) interfere with the security of, or otherwise misuse or disrupt, the Software; (ii) use, evaluate, reverse engineer, or view Software for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Software; (iii) resell, make commercial use of, timeshare, rent or otherwise generate income from, or otherwise provide access to the Software; and (iv) introduce any modification into the Software.
c. The Parties acknowledge that the Software is owned by the Owner and that the Vendor is an authorized distributor of such Software. All right, title, copyright and other interest in and to any part of or all any other Party systems, software or technologies beyond the Software shall always remain the sole and exclusive property of such Party.
d. When using the Software, the User must comply with the security measures required by the Owner to safeguard the Software.
5. Data Security & Privacy Laws:
a. The Owner declares to comply with laws, rules, regulations and ordinances of its jurisdiction applicable to the provision of the Software as they pertain to privacy, data protection, data security and handling of data security breaches.
b. In order to provide access to the Software, the User may be required to provide certain personal data, including but not limited to: first and last name, broker account email address.
c. The personal data shall be used for the following purposes: (i) provide access and use of the Software; and (ii) sending newsletters about updates or important changes regarding the Software, as well as promotions newsletters. User can request a permanent or temporary prohibition of use of its personal data for direct marketing by the Owner at any time by writing to firstname.lastname@example.org or by clicking the UNSUBSCRIBE button in the e-newsletter.
d. As legal basis for all data processing activities, the Owner relies on the contractual relationship with the User arising from these Terms and Conditions.
e. The Owner is authorized to transfer the personal data to the third parties to carry out any of the purposes indicated above on a controller-to-controller basis as well as on a controller-to-processor basis for the following purposes: (i) transfer of the personal data to interact with the Broker; (ii) further improvements of the Software; and (iii) informing, marketing and promotion purposes regarding the Software.
f. Notwithstanding the foregoing, the User acknowledges and agrees that the Owner shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyse any non-personal data resulting from the use of the Software.
g. The Owner may execute supplemental security and data protection terms, including controller-to-controller or controller-to-processor data transfer agreements, with the data processors indicated above.
6. Liability and Indemnity:
a. The Software is provided “as is” and any expressed or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the Owner or the authors, developers, contributors or distributors of the Software be liable for any direct, indirect, incidental, special, exemplary, or consequential damages, in particular errors in execution of any order due to any system, software failures (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Software, even if advised of the possibility of such damage.
b. While User declares hereby and affirms under oath that it is in full compliance with all applicable laws, the Owner shall not be responsible for performing anti-money laundering and terrorism financing prevention compliance and User accepts and agrees to maintain the Owner harmless from any and all liability, loss, damage, lawsuits, proceedings, appeals, assessments, fines, actions, causes of action, decrees, judgments, settlements, court orders, investigations, civil penalties and/or demands of any kind that may result (including attorney fees and associated expenses) whether compensatory, exemplary, punitive, special, consequential and/or incidental caused directly or indirectly by the operations carried out by the User.
All agreements, documents, information papers, and data in any form, supplied by either Party to the other pursuant to these Terms and Conditions concerning such Party’s business or financial condition (“Confidential Information”) shall be treated by the receiving Party as confidential. Each Party agrees to use a reasonable degree of care in safeguarding any Confidential Information received, but not less than the degree of care used in safeguarding its own proprietary information. To the extent such documents or data are retained by the receiving Party, they shall be kept in a safe place and shall be made available to third parties only as authorized by the disclosing Party in writing or pursuant to any order or request of a court or regulatory body having appropriate jurisdiction. If a Party receives such an order or subpoena it shall provide the other Party prompt notice of receipt of it, unless prohibited from doing so by the issuing authority prior to the receiving Party’s compliance herewith. Documents received from the disclosing Party and retained by the receiving Party shall be made available by the receiving Party for inspection and examination by the disclosing Party’s auditors, by properly authorized agents or employees of any regulatory bodies or commissions or by such other persons as the disclosing Party may authorize in writing. Notwithstanding anything herein to the contrary, each Party expressly authorizes the other to supply any information requested relating to the Party, its business, or Participating Customers to any regulatory or self-regulatory body having appropriate authority or to any third-party provider of such Party for the purposes of providing services relating to these Terms and Conditions. The obligations in this Section shall not restrict any disclosure by either Party pursuant to any laws or regulations, or by order of any court or government agency and shall not apply with respect to information which (i) is developed by the other Party without violating the disclosing Party’s proprietary rights; (ii) is or becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (iv) is already known by such Party without an obligation of confidentiality other than pursuant to the Terms and Conditions or any confidentiality agreements entered into between the Parties (including any predecessor entity) before the date of delivery of the Software; or (v) is rightfully received by a Party free of any obligation of confidentiality.
a. The Owner may terminate or suspend the provision of the Software or totally or partially restrict the use by the User immediately at any time without assigning reason or cause and without any notice thereto.
b. The User shall have the right to cancel the provision of the Software at any time with the obligation to pay immediately any outstanding amount due to the Owner and without the right to obtain total or partial refund of any amounts paid to the Owner.
c. Upon termination under this Section, the User must eliminate the Software in a period of 7 days upon the effective date of termination.
d. The Parties acknowledge that the Software is owned by MT2 SOFTWARE LTD and that the Vendor is an authorized distributor of such Software. All right, title, copyright and other interest in and to any part of or all any other Party systems, software or technologies beyond the Software shall always remain the sole and exclusive property of such Party.
a. The provision of the Software is non-exclusive, and nothing herein shall prevent the Owner from providing the Software to other Users in the same or other jurisdictions.
b. The Terms and Conditions constitutes the entire understanding of the Parties as to its subject matter. The Parties acknowledge that they have not relied upon any oral or written representation of the other or the other’s employees or agents and have made their own independent investigations into all relevant matters.
c. The Terms and Conditions and all the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto, irrespective of any change with regard to the names of or the personnel of the Parties.
d. The failure of either Party to enforce at any time or for any period, any one or more of the rights provided herein shall not be a waiver of such rights or of the right at any time subsequently to enforce such right.
e. If any one or more of the provisions of the Terms and Conditions are stricken out as invalid, illegal or unenforceable by a judgment, the validity, legality or enforceability of the remaining provisions shall not be affected thereby.
f. The construction and effect of every provision of the Terms and Conditions, the rights of the Parties hereunder and any questions arising out of the Terms and Conditions, shall be subject to the laws of Belize without giving effect to the conflicts of laws or principles thereof.
g. Headings and titles herein have been inserted for convenience and shall not be construed to affect the meaning, construction or effect of the Terms and Conditions.
10. Mandatory Arbitration:
a. In the event of a dispute between the Parties, such dispute shall be settled by arbitrators before arbitrators sitting in Philippines.
b. The Parties waive the right to sue each other in court and instead shall submit their claims to arbitrators indicated in Section 10.a
c. Arbitration shall be final, and binding and the award shall be only subject to judicial review if the governing law indicated in Section 10.a. grants the non-waivable right to submit the award to judicial review.