TERMS OF USE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE
Introduction
Welcome to our website. Your access to the FIX Trading Community (a brand of FIX Protocol Ltd.) Web Site (as defined below) is subject to these Terms of Use (as defined below) together with the documents referred to herein and all applicable laws.
Please read these Terms of Use carefully before you to start to use our Web Site, as these will apply to your use of our Web Site.
By accessing, browsing and/or using the Web Site, you confirm that you accept these Terms of Use and that you agree to comply with them.
Each time you use the Web Site, the current version of the Terms of Use will apply. We may revise these Terms of Use at any time by amending this page. It is your responsibility to review the most recent version of the Terms of Use frequently and remain informed about any changes to it. Your continued use of the Web Site constitutes acceptance of the revised Terms of Use.
If you do not agree to these Terms of Use, you must not use our Web Site.
These Terms of Use refer to our Privacy Policy, which also applies to your use of the Web Site. The Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Web Site, you consent to such processing and you warrant that all data provided by you is accurate.
Definitions & Interpretation
The following terms shall have the following meanings:
Account means collectively the personal information and credentials used by Users to access Material and/or the System and/or the Service on the Web Site;
Business Day means a day in England when banks are open for business generally in the City of London;
Content means (including but not limited to) any text, graphics, logos, icons, images, audio, video, software, data compilations, page layout and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
Data means collectively all information that you submit to the Web Site as further defined in the Privacy Policy. This includes, but is not limited to, Account details and information submitted using any of our Services or Systems;
License means the additional applicable terms specified by Fix Protocol Ltd. governing the use of Material from this Web Site;
Materials means Content that FIX Protocol Ltd. may make available for download, purchase or subscription (as applicable) by Users subject to the terms of the appropriate License;
FIX Protocol Ltd. or we or our or us means FIX Protocol Ltd., Registered in England No. 3760285 Registered Office: One Angel Court, 13th Floor, London EC2R 7HJ;
Payment Information means any details required for the purchase of Material from this Web Site. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;
Privacy Policy means the policy which applies to our use of any and all Data collected by us in relation to your use of the Web Site and any Services or Systems;
Purchase Information means collectively any orders, invoices, confirmation emails, receipts or similar that may be in hard copy or electronic form;
Service means collectively any online facilities, tools, services or information that FIX Protocol Ltd. makes available through the Web Site either now or in the future, and includes (if permitted by the applicable License) access to Materials;
System means any online communications infrastructure that FIX Protocol Ltd. makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
Terms of Use means collectively all the terms and conditions set out on this page, including the Introduction, the Definitions & Interpretation, the General Terms of Use and the Schedule at the end (Submission of Materials by Users), all as amended and/or updated from time to time;
FIX Trading IP means All work and materials created or modified (in whole or in part) in the course of FIX Trading Community committee meetings, working groups, conferences and other FIX Trading Community sponsored functions;
User(s) means any third party that accesses the Web Site and is not employed by FIX Protocol Ltd. and acting in the course of their employment; and
Web Site means the website that you are currently using (www.fixtradingcommunity.org) and includes any sub-domains of this website unless expressly excluded by their own terms of use.
General Terms of Use
1. Limited license
1.1. Subject to these Terms of Use, we grant to you a limited, personal, revocable, non-exclusive, non-transferable license to access the Web Site and/or use the Service of the System (as applicable) for personal, non-commercial purposes. Use for any other purpose requires a separate explicit agreement to be negotiated and signed between you and FIX Protocol Ltd. Your right to use the Service is limited by these Terms of Use. Except for this license granted to you, we retain all right, title, and interest in and to the Web Site, including all related intellectual property rights, where applicable. The Web Site is protected by applicable intellectual property laws, including the copyright laws of England and Wales and international intellectual property laws and treaties. We reserve the right to modify or terminate the applicable Service for any reason, without notice at any time.
1.2. FIX Protocol Ltd. grants you permission to download Materials solely for use within your organisation and/or for the purpose of conducting your organisation’s business subject to the terms of the applicable License. All FIX Trading IP, unless otherwise expressly noted, is licensed by FIX Protocol Ltd to you under a Creative Commons Attribution – No Derivatives 4.0 International Public License. You agree to comply with all license requirements, such as those related to attribution and derivative works. The full terms of the license are available at: https://creativecommons.org/licenses/by-nd/4.0/legalcode. In particular, the FIX Protocol specification, implementation guide and repository (together “the FIX Protocol”) cannot be downloaded and adapted with a view to creating a new right, title, license or interest in the adapted version of the FIX Protocol.
2. Registration
2.1. Users may only maintain one single active registration with FIX Protocol Ltd. By accepting these Terms of Use, you certify that you personally have no other registration with FIX Protocol Ltd. unless explicitly agreed with FIX Protocol Ltd. by separate written agreement. Each User may select his or her own visible name, and may change this name from time to time. By becoming a User, you agree to have your visible name and such other content as you nominate as visible to other Users displayed on the Web Site. You may not enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person. Failure to conform to this requirement shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user name and password. Any user name and password provided to you for your access to the Web Site and the Service shall be for your personal use only.
3. No Recommendations or Advice
3.1. The Web Site (including all the Content), the Service (including all Materials) and the FIX Protocol should be used for information purposes only. FIX Protocol Ltd., and its employees and agents are not financial advisors and are not regulated by the UK Financial Conduct Authority (“FCA”) or any other global regulatory body. If you make investment decisions in reliance on information you receive in connection with the Service, you do so at your own risk and FIX Protocol Ltd., its employees, and its management will not be liable for any losses that you may sustain.
4. Eligibility and Restrictions
4.1. You must be 18 years of age or older to use the Service and/or the System. It is not intended for those under the age of 18. Use of the Service is void where prohibited. You represent and warrant that the profile information you submit is true and accurate and that your use of the Service will not violate any applicable law or regulation. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into and abide by these Terms of Use.
4.2. When using the Service, you must comply with all applicable laws, including without limitation, the rules and regulations of the FCA, the Financial Services and Markets Act 2000, the Financial Promotions Order 2005, the European Union Markets in Financial Instruments Directive (MiFID) (2004/39/EC), U.S. Securities and Exchange Commission (all as updated or replaced from time to time) and the national or other securities exchanges of any jurisdiction in which you are located or operate, or which apply to your activities, including compliance with rules against making false or misleading statements to manipulate the price of a security and any requirements regarding the promotion of investments or the listing of primary securities. You personally will not, and will not permit anyone else to:
4.2.1. store, copy, modify, distribute, or resell any of the Content made available on the Web Site or compile or collect any Content as part of a database or other work, except where such Content explicitly permits such use;
4.2.2. use any automated tool (e.g., robots, spiders) to use the Web Site or store, copy, modify, distribute, or resell any Content, except where such Content explicitly permits such use;
4.2.3. rent, lease, or sublicense your access to the Web Site to another person;
4.2.4. use the Service or Content for any purpose except for your own personal use save where explicitly permitted;
4.2.5. circumvent or disable any digital rights management, usage rules, or other security features of the Service or Content;
4.2.6. use the Service in a manner that threatens the integrity, performance, or availability of the Service or Content; or
4.2.7. remove, alter, or obscure any proprietary notices (including copyright notices and license terms) on any portion of the Content.
5. User Conduct
5.1. FIX Protocol Ltd. asks that you respect our on-line community and participating individuals. Your conduct should be guided by common sense and basic etiquette. To further these common goals when posting submissions to or otherwise using the Web Site, you agree not to:
5.1.1. use FIX Protocol Ltd.’s facilities, services or resources (including but not limited to the Service, the Content and the System) in a manner which violates any applicable laws or regulations;
5.1.2. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use racially, ethnically, or otherwise offensive language; discuss or incite illegal activity; or use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
5.1.3. impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5.1.4. intentionally seek information on, obtain copies of or modify files, other data or passwords belonging to other Users without permission; solicit a User’s password or other Account information or Payment Information; or use other Users’ user names, email addresses or other personal information for any purpose;
5.1.5. post submissions that contain nudity, violence, or offensive subject matter;
5.1.6. promote information that you know to be false or misleading or that promotes or facilitates illegal activities, piracy, or conduct that is unlawful, abusive, threatening, obscene, defamatory or libelous;
5.1.7. sell or otherwise transfer your profile or account on the Service; or
5.1.8. use FIX Protocol Ltd.’s facilities, services or resources (including but not limited to the Service, the Content and the System) in a manner that interferes with or disrupts other Users, other network Users, services or equipment. Such interference or disruption includes, but is not limited to: (i) propagation of computer worms or viruses, (ii) use of the network to make unauthorised entry to other computational, information or communications devices or resources, or (iii) use of automated processes to interact with the Service, such as scripts to harvest data. This includes unauthorised security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
5.2. FIX Protocol Ltd. reserves the right to investigate and take legal action against anyone who, in its sole discretion, violates the restrictions set forth in these Terms of Use, including without limitation removing any offending profile information or submissions, and terminating your Account and access to the Service.
6. Termination
6.1. Either FIX Protocol Ltd. or you may terminate your Account. If FIX Protocol Ltd. terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
7. Intellectual Property Rights
7.1. You acknowledge and agree that the Service, and any necessary software used in connection with the Service (“Software”), both contain proprietary and confidential information that is protected by applicable intellectual property rights and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by FIX Protocol Ltd., you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. FIX Protocol Ltd. grants you a personal, revocable, non-transferable and non-exclusive license to use the object code of its Software on a single computer, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to the Service. You agree not to access the Service by any means other than through the interfaces that are provided by FIX Protocol Ltd. for use in accessing the Service.
TERMS OF USE FOR THE USE OF FREE FORUMS, BLOGS, COMMENT AND COMMUNICATION FACILITIES
Intellectual property
7.2. Subject to the exceptions in Clause 7.5 of these Terms of Use, all Content, unless uploaded by Users, including all copyrights, trade marks and other proprietary and/or intellectual property rights is the property of FIX Protocol Ltd., or our affiliates. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and international intellectual property laws and other laws.
7.3. Subject to Clause 7.6 of these Terms of Use, unless otherwise indicated on the Web Site or unless given express written permission to do so by FIX Protocol Ltd., you may print, reproduce, copy, distribute, store or in any other fashion re-use Content for personal purposes only. Specifically you agree that:
7.3.1. you will not use the Content for commercial purposes (unless expressly stated to the contrary on the Web Site); and
7.3.2. you will not systematically copy Content with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by FIX Protocol Ltd.
Third party intellectual property
7.4. Where expressly indicated, certain Content and the intellectual property rights subsisting therein belongs to third parties. This Content, unless expressly stated to be so, is not covered by any permission granted in these Terms of Use to use Content from the Web Site. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
Fair use of intellectual property
7.5. Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.
Links to other web sites
7.6. This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of FIX Protocol Ltd. or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to other sites on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.
Links to this Web Site
7.7. Those wishing to place a link to this Web Site on other sites may do so only to sub-pages residing under this domain. Deep linking (i.e. links to specific pages within the site) is permitted where such pages are accessible.
7.8. When using the Forums, Blogs, Comment Facilities, News Channels, Discussion Groups, and Communication Platform Facilities and/or any other System and when submitting Content to the Web Site you should do so in accordance with the following rules:
7.8.1. you must not use obscene or vulgar language;
7.8.2. you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
7.8.3. you must not submit Content that is intended to promote or incite violence;
7.8.4. it is advised that posts on message boards, chat facilities or similar and communications with FIX Protocol Ltd. are made using the English language(s) as we may be unable to respond to enquiries submitted in any other languages;
7.8.5. Content submissions are required to be made using the English language(s). Content in any other language may be removed at our sole discretion;
7.8.6. you must not post links to other web sites containing any of the above types of Content referred to in this Clause 7.8;
7.8.7. the means by which you identify yourself must not violate these Terms of Use or any applicable laws;
7.8.8. you must not engage in any form of commercial advertising. FIX Protocol Ltd. is an independent and neutral industry standards body and all Content posted in these areas by Users should not seek to be promotional in any respect, for example promotional of a company or its products and/or services. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
7.8.9. you must not impersonate other people, particularly employees and representatives of FIX Protocol Ltd. or our affiliates;
7.8.10. you must not submit material that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks including the Software; and
7.8.11. you must not use our System for unauthorised mass-communication such as spam or junk mail.
7.9. You acknowledge that FIX Protocol Ltd. reserves the right to monitor any and all communications made to us or using our System.
7.10. In order to use the Forums, Blogs, Comment Facilities, News Channels, Discussion Groups and Communication Platform Facilities and any other communication facility that may be added in the future or to submit Content, you are required to submit certain personal details. By continuing to use this Web Site you represent and warrant that:
7.10.1. any information you submit is accurate and truthful; and
7.10.2. you will keep this information accurate and up-to-date.
7.11. By submitting Content you warrant and represent that you are the author of such Content or that you have acquired all of the appropriate rights and/or permissions to use the Content in this fashion. Further, you waive all moral rights in the Content to be named as its author and grant FIX Protocol Ltd. a license to modify the Content as necessary for its inclusion on the Web Site. FIX Protocol Ltd. accepts no responsibility or liability for any infringement of third party rights by such Content. You will indemnify and hold FIX Protocol Ltd., and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused for infringement of any third party intellectual property rights anywhere in the world in consequence of FIX Protocol Ltd.’s use any Content which you submit or related in any way to the Content which you submit.
7.12. Unless a User informs FIX Protocol Ltd. otherwise, in advance of posting, in writing, and FIX Protocol Ltd. agrees to any terms or restrictions, all Content submitted is for publication on the Web Site and other such uses as FIX Protocol Ltd. may deem appropriate under a royalty-free, perpetual basis.
7.13. FIX Protocol Ltd. will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of:
7.13.1. your use of any Content on the Web Site; or
7.13.2 any errors or omissions in any Content on the Web Site as made available by FIX Protocol Ltd., and
your use of and reliance upon any Content on the Web Site is entirely at your own risk.
7.14. Content submitted by Users is at times screened by FIX Protocol Ltd. prior to appearing online. We retain the right to exercise our sole discretion to remove or relocate any Content as we deem appropriate without the consent of the author. We shall be under no obligation to exercise such discretion. If you wish to enquire as to the removal of Content, please submit your query to [email protected]. This does not constitute an undertaking to explain our actions.
7.15. In the event that any of the provisions of sub-Clause 7.8 above are not followed, FIX Protocol Ltd. reserves the right to suspend or terminate your access to the Service and/or the System. Any Users banned in this way must not attempt to use the Web Site under any other name or by using the access credentials of another User, with or without the permission of that User.
8. Feedback
8.1. FIX Protocol Ltd. may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the Service (“Feedback”). You agree that FIX Protocol Ltd. may, in its sole discretion, use the Feedback you provide to FIX Protocol Ltd. in any way, including in future modifications to the Service. You hereby grant FIX Protocol Ltd. a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.
9. Disclaimers
9.1. FIX Protocol Ltd. makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided (including but not limited to Content and Materials) will be accurate. We make no guarantee of any specific results from the use of our Service. FIX Protocol Ltd. may update the Web Site from time to time, and may change the Content at any time. However, FIX Protocol Ltd. makes no warranty or representation that the Web Site or Content will be up to date at any given time.
9.2. No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.
9.3. The information on this Web Site is not designed with commercial purposes in mind. Commercial use of the Content of this Web Site is forbidden under these Terms of Use. Any such use constitutes a breach of these Terms of Use and FIX Protocol Ltd. makes no representation or warranty that the Content is suitable for use in commercial situations or that it constitutes accurate data and/or advice on which business decisions can be based.
9.4. Whilst every effort has been made to ensure that all descriptions of Services available from FIX Protocol Ltd. correspond to the actual Services available, FIX Protocol Ltd. is not responsible for any variations from these descriptions.
9.5. Save for these Terms of Use, no part of this Web Site is intended to constitute a contractual offer capable of acceptance.
9.6. YOUR USE OF THE WEB SITE, THE SERVICE, THE SYSTEM, THE CONTENT AND/OR THE MATERIALS IS AT YOUR SOLE RISK. THE WEB SITE, THE SERVICE, THE SYSTEM, THE CONTENT AND/OR THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIX PROTOCOL LTD. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE WEB SITE, THE SERVICE, THE SYSTEM, THE CONTENT AND/OR THE MATERIALS, AND YOU RELY ON THE WEB SITE, THE SERVICE, THE SYSTEM, THE CONTENT AND/OR THE MATERIALS AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SERVICE OR ANY CONTENT OBTAINED FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE OR CONTENT FROM THE WEB SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIX PROTOCOL LTD. OR THROUGH OR FROM THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
10. Availability of the Web Site
10.1. We give no warranty that the Service will be free of defects and/or faults.
10.2. FIX Protocol Ltd. accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
11. No Waiver
11.1. In the event that any party to these Terms of Use fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
12. Limitation of Liability
12.1. Whilst every effort is made to keep viruses and similar malicious software or code out of the Web Site, the Service, the System, the Content and the Material provided by FIX Protocol Ltd., FIX Protocol Ltd. accepts no liability for any damage done by such elements. You bear the responsibility of ensuring adequate virus protection for your own systems and are advised to make regular and frequent back-ups.
12.2. Whilst every effort has been made to ensure that these Terms of Use adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of the terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms of Use and shall not affect the validity and enforceability of the remaining Terms of Use. This provision shall apply only within jurisdictions where a particular term is illegal.
12.3. Nothing in these Terms of Use excludes or restricts FIX Protocol Ltd.’s liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
12.4. FIX PROTOCOL LTD. WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE FOR ANY:
12.4.1. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGE; OR
12.4.2 DIRECT OR INDIRECT (A) LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, (B) BUSINESS INTERRUPTION, (C) LOSS OF ANTICIPATED SAVINGS, OR (D) LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION,
RESULTING FROM YOUR USE OF THE WEB SITE, THE SERVICE, THE SYSTEM, THE CONTENT OR THE MATERIALS, OR ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, EVEN IF FIX PROTOCOL LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
12.5. SUBJECT TO CLAUSES 12.3 AND 12.4, UNDER NO CIRCUMSTANCES WILL FIX PROTOCOL LTD.’S TOTAL LIABILITY OF ALL KINDS RESULTING FROM YOUR USE OF THE SERVICE, THE MATERIALS, THE WEBSITE OR THE CONTENT, OR ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO FIX PROTOCOL LTD. FOR USE OF THE SERVICE IN THE 12 MONTHS IMMEDITALY PRECEDING THE DATE OF SUCH CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. Indemnity
13.1. You will indemnify and hold FIX Protocol Ltd., and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Web Site, the Service, the System, the Materials or the Content, your violation of these Terms of Use, or your violation of any rights of a third party through use of the Web Site, the Service, the System, the Materials or the Content.
14. Law and Jurisdiction
14.1. These Terms of Use and the relationship between you and FIX Protocol Ltd. shall be governed by and construed in accordance with the laws of England and Wales and FIX Protocol Ltd. and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
15. Notices
15.1. All notices/communications shall be given to us either by post to our premises (see address above) or by email to [email protected]. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a Business Day and on the next Business Day if the email is sent on a weekend or public holiday.
16. Previous Terms of Use
16.1. In the event of any conflict between these Terms of Use and any prior versions thereof, the provisions of these Terms of Use shall prevail unless it is expressly stated otherwise.
17. Contacting FIX Protocol Ltd.
17.1. If you have any questions or concerns about the Service or these Terms of Use please send all such enquiries (including a full and thorough description) to [email protected].
18. Contacting FIX Protocol Ltd.
18.1. In the event of a conflict between the terms and conditions of these Terms of Use and the terms of either a License or the FIX Protocol Ltd. Member Application Form, the terms of the License or the FIX Protocol Ltd. Member Application Form (as applicable) shall prevail.
SCHEDULE 1 – SUBMISSION OF MATERIALS TO THE WEBSITE BY USERS
1. Submission of Material
1.1. By submitting Material to the Web Site you warrant and represent that you are the author of such Material and that, where appropriate, you have acquired all of the appropriate rights and/or permissions to use the Material in this fashion under the terms of any applicable license. FIX Protocol Ltd. accepts no responsibility or liability for any infringement of third party rights by using such Material. You will indemnify and hold FIX Protocol Ltd., and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused for infringement of any third party intellectual property rights anywhere in the world in consequence of FIX Protocol Ltd.’s use of any Material which you submit or related in any way to the Material which you submit
1.2. You hereby authorise FIX Protocol Ltd. to license your Material to third parties. Such distribution is based on the terms of FIX Protocol Ltd.’s standard License, except as explicitly varied on a case by case basis by separate written agreement.
1.3. By submitting Material you expressly agree that FIX Protocol Ltd. may use your Material in the following ways which may include sharing your name, your company (or organisation) and if appropriate, your affiliation with FIX Protocol Ltd., with third parties in connection with the Materials submitted:
1.3.1. for promotional purposes;
1.3.2. for distribution;
1.3.3. for publication;
1.3.4. FIX Protocol Ltd. may publish your Materials in its Web Site. This will include your name, your company (or organisation) and if appropriate, your affiliation with FIX Protocol Ltd.
2. Moderation and Removal / Amendment Of Content
2.1. FIX Protocol Ltd. at times actively monitors your postings to the Web Site. In our efforts to promote good citizenship within the FIX Protocol Ltd. community, if FIX Protocol Ltd. becomes aware of inappropriate use of the Service, FIX Protocol Ltd. shall be entitled to respond in any way that we deem appropriate in our sole discretion including removing the inappropriate postings and even revoking your posting permission. You acknowledge that FIX Protocol Ltd. may report to government or regulatory authorities any actions that may be considered illegal, as well as any reports it receives of such conduct. When requested, FIX Protocol Ltd. may cooperate with government authorities in any investigation of alleged illegal activity.
2.2. FIX Protocol Ltd. may remove or modify any submission that FIX Protocol Ltd. determines, in its sole discretion, violates the terms of these Terms of Use or are otherwise deemed by FIX Protocol Ltd. to be inappropriate for posting.
3. Non-Commercial Submissions to FIX Protocol Ltd.
3.1. You will retain ownership rights in such submissions. However, by submitting your post or comments to us, you hereby grant to FIX Protocol Ltd., a perpetual, non-exclusive, fully paid, royalty-free, worldwide license (with the right to sub-license through multiple tiers of sub-licensees) to use, copy, modify, adapt, transmit, and distribute your submissions unless otherwise restricted by these Terms of Use including as provided by our Privacy Policy. Where any additional restrictions are imposed, they shall be documented as follows:
3.1.1. For third-party widgets or plug-ins included in the widget gallery: contributors may further reserve their rights by including an appropriate copyright statement attributing ownership of the copyright to the licensor party, (including reference to any right to distribute afforded by any license obtained from the copyright holder (where applicable) and reference or link to the appropriate licensing terms), within the relevant section of the deployed Elgg plug-in.
3.1.2. This statement shall specify whether the license conferred to FIX Protocol Ltd. excludes any of the following uses: “copy”, “modify”, “adapt”. The license granted cannot exclude the following uses which are intrinsic to the inclusion of the content within the platform: “use”, “transmit”, “distribute”. If you wish to exclude any of these uses you should consider whether it is appropriate to post the content, or in the event of doubt should contact FIX Protocol Ltd. to discuss the specific basis of use intended. Additionally, where such widgets include elements themselves derived from or including code or content subject to existing licensing terms (such as GNU GPL v2 which requires that all derivative works are themselves licensed on the same basis), the contributor must ensure that they are entitled to impose such restrictions under the terms of the associated license in order for such restriction to have any binding effect.
3.1.3. For third party Javascript, embed code, or HTML packaged into widgets by Users with the “Widget Studio” tool for inclusion in the widget gallery: the User creating the widget shall be responsible for ensuring that in doing so they do not violate the rights of any third party and are appropriately licensed should any copyrighted material be included within the embed code. It is recommended that the description field of the widget studio tool is used to attribute the source of the embedded code and to display an appropriate notice in respect of the copyright holder.
3.1.4. For trademarks, logos or other commercially sensitive content: where such content is included in posts, profiles, etc. for display on the site, or uploaded into media galleries or file repositories within the site, an appropriate copyright notice should be displayed with the content. For images, audio and video content, it is recommended that such notices are explicitly superimposed on the artifact itself, or the artifact is mounted on a suitable canvas along with the copyright notice so as to cause them to be intrinsically bound together (for example by flattening the layers of an image to create a new image including both the original artifact and the copyright notice), or the copyright notice is bound to the artifact as metadata in a way which causes it to be carried with the artifact when it is saved, copied or reproduced, and which is readily accessible to anyone attempting to do so, such as its inclusion in the associated “properties” field.
3.2. Where the artifact or embed code has been made explicitly available by the copyright holder for the purposes of syndicating the underlying service or content, the contributor is responsible for ensuring that the terms of use are complied with and any associated requirements for attribution, copyright notices or display of license terms are displayed.
3.3. FIX Protocol Ltd. will not accept any liability for the display of such content on its platform, and by accepting these terms the contributor accepts all liability for the consequences of any copyright violation, and holds FIX Protocol Ltd. indemnified accordingly. In the event of any complaint regarding such usage, FIX Protocol Ltd. reserves the right to suspend the availability of the content and disclose the identity of the contributor to the complainant in the event that in FIX Protocol Ltd.’s reasonable view there is any basis to the complaint, or if required to do so by any legal process or statutory authority in any relevant jurisdiction.
3.4. The contributor shall be solely responsible for any consequential loss, interruption of continuity of service to subscribers to the content or any derived work, and responsible for refunding any monies due to subscribers in respect of content sold but not delivered, or delivered in violation of terms of use. FIX Protocol Ltd. will not accept any responsibility for the consequences of such failure and resolution shall be solely a matter for resolution between the subscriber and the contributor. By accepting these terms of service, you indemnify FIX Protocol Ltd. from any claim or liability associated with the use of such content; whether as User, subscriber or contributor, and agree not to pursue remedy against FIX Protocol Ltd. to the fullest extent permissible in law.
3.5. Where content includes descriptions, implementations, or examples of technical components, business methods or other elements subject to a patent or a pending patent, the patent holder may optionally display a notice alerting Users to the existence of the patent and associated registration details.
3.6. You further represent and warrant that you agree to pay all royalties, license fees and any other monies owing any person by reason of any submission posted by you on or through the Web Site. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any submissions.
3.7. All non-commercial contributions to the Web Site shall be regarded as being contributed under the terms of a Creative Commons Attribution-Share Alike 2.0 UK: England & Wales license, unless explicitly associated with another license, either as explicitly listed according to the procedures listed above or as defined using any specific license management facilities provided within the Web Site, and in the absence of such explicit provisions you hereby grant to other Users of the site the right to use, copy, modify, adapt, transmit, and distribute your submissions in accordance with the terms of such license. You further represent and warrant that:
3.7.1. you own all right title and interest in your submissions or otherwise have the right to grant the license set forth herein, and
3.7.1. the posting of your submissions on or through the Web Site does not (and will not) violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
5. Indemnity
5.1. You agree to indemnify, defend and hold harmless FIX Protocol Ltd. and, where appropriate, its officers, employees, members, directors and suppliers against all claims, liability, damages, costs and expenses, including reasonable legal costs and expenses, arising out of or related to the use or the inability of use of any Material, your failure to abide by any restriction relating to the use of Material submitted by you, or any claim by a third party relating to the use of Material submitted by you.