Terms and Conditions for FX Replay.

Terms and Conditions

Last updated: March 1, 2024

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE WEBSITE OR SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON, AND YOU MUST NOT ACCESS OR USE THE WEBSITE OR SERVICES.

As you read through, you may notice "💡 TLDR" versions of various parts of these Terms of Service. The tldrs are meant to help you understand these Terms by shortening and simplifying some of the legal language our lawyers tell us we need to include. But keep this in mind: the tldrs are simplified and, therefore, may miss important caveats, and the legalese version is what actually counts as the Terms of Service.

💡 TLDR: This is an agreement between you and FX Replay. Please read this agreement 🧐 because it sets out the rules and boundaries, we will both be following when you use FX Replay. If you don't agree, you have to stop using FX Replay.

Please read these terms and conditions carefully before accessing or using the Website or Services.

1. Definitions

💡 TLDR: We defined important words with capital letters 🔠. If the first letter of a word is capitalized, check Section 1 for the definition.
  • "Account" means a unique account created for You to access the Service or parts of the Service.
  • "Agreement" or "Terms of Service" means this document, the “FX Replay Terms of Service” and any other Terms or Agreements incorporated herein.
  • "Documentation" means FX Replay's end-user documentation relating to the Services available on the Website.
  • "Fees" means the subscription fees as set forth at www.fxreplay.com/pricing.
  • "FX Replay," "We," "Us," "Our" means FX Replay, Inc., a Delaware corporation.
  • "FX Replay’s IP" means the Services, the Documentation, and any and all intellectual property provided to You in connection with the foregoing. For the avoidance of doubt, FX Replay's IP includes any and all any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world associated with the Services and any information, data, or other content derived from FX Replay's monitoring of Your access to or use of the Services.
  • "Interactive Services" means message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features offered via the Services that allow users to post content or materials on or through the Services.
  • "Party" means either the FX Replay or You and "Parties" means collectively the FX Replay and You.
  • "Post" means to post, submit, publish, display, or transmit to other users or other persons content or materials.
  • "Services" or "Service" means all FX Replay mobile applications or software-as-a-service offerings accessible from or associated with the Website.
  • "Website" means the website available at www.fxreplay.com and all related webpages, but does not include any third-party websites which are linked to or may link from the Website whether or not such third-party websites are used in connection with the Services.
  • "You" and "Your" means the single individual accessing or using the Website or Service.
  • "Your Contributions" means the content or materials You post on or through the Services.

2. Access and Use of the Services

💡 TLDR: This section describes the ways in which you may access and use the FX Replay Services. We think you will benefit from using our stuff, but please don't copy it or do any of the other nefarious things listed in this section. If you do, we may have to suspend your account 🫤.
  • Access and Use. Subject to Your compliance with the terms of this Agreement and Your payment of the Fees, FX Replay hereby grants You a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for use by You in accordance with the terms and conditions herein. Such use is limited to Your personal use. You understand that the Services involve simulation software and that FX Replay is not a broker.
  • License to Use Documentation. FX Replay hereby grants to You a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Your personal use.
  • Links to Other Websites. Our Service may contain links to third-party websites or services that are not owned or controlled by FX Replay.
  • FX Replay has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that FX Replay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.
  • We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.
  • FX Replay sources data from third parties ("Third-Party Data"). You agree that you shall not be permitted to copy, download, reverse engineer, disassemble, decompile or otherwise use such Third-Party Data for any purpose other than using such data through the Services.
  • Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly:
    • copy, modify, or create derivative works or a functional equivalent of the Services or Documentation, in whole or in part;
    • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
    • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
    • use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on, or provided by, the Service
    • remove any proprietary notices from the Services or Documentation;
    • access the Services or Documentation in order to build a similar or competitive website, product, or service; or
    • use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of FX Replay or any person, or that violates any applicable law.
  • Reservation of Rights. FX Replay reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to FX Replay’s IP.
  • Suspension. Notwithstanding anything to the contrary in this Agreement, FX Replay may temporarily suspend Your access to any portion or all of the Services if: (i) FX Replay reasonably determines that (A) there is a threat or attack on any of FX Replay's IP; (B) Your use of FX Replay's IP disrupts or poses a security risk to FX Replay's IP or to any other user or vendor of FX Replay; (C) You are using FX Replay's IP for fraudulent or illegal activities; (D) subject to applicable law, You have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) FX Replay's provision of the Services to You are prohibited by applicable law; (ii) any vendor of FX Replay has suspended or terminated FX Replay's access to or use of any third-party services or products required to enable You to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). FX Replay will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You may incur as a result of a Service Suspension.

3. Prohibited Uses of the Website

💡 TLDR: Our Website contains some really cool stuff 😎. Please do not do anything unlawful with it, like send spam or viruses, hack anyone, or impersonate anyone.

You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit or procure the sending of any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate FX Replay, an FX Replay employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm FX Replay or users of the Website, or expose them to liability.
  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other purpose not expressly authorized in these Terms of Service without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

4. Your Contributions

💡 TLDR: Our Services allow you to contribute content via chatrooms and other interactive features. You grant FX Replay a license to use that content, and you promise that you will not post anything unlawful. 😊

The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "Your Contributions") on or through the Services.

All of Your Contributions must comply with the Content Standards set out in these Terms of Service.

Any of Your Contributions posted to the site will be considered non-confidential and non-proprietary. By providing any of Your Contributions on the Service, You grant FX Replay and our affiliates and service providers, and each of their and its respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to Your Contributions and have the right to grant the license granted above to FX Replay and its affiliates and service providers, and each of their and its respective licensees, successors, and assigns.
  • All of Your Contributions do and will comply with these Terms of Service.
  • You understand and acknowledge that You are responsible for any of Your Contributions submitted or contributed, and You, not FX Replay, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
  • FX Replay is not responsible or liable to any third party for the content or accuracy of any of Your Contributions posted by You or any other user of the Website.

5. Monitoring and Enforcement of Your Contributions

💡 TLDR: We can nix your posts or even boot you off the platform if you're stepping out of line or stirring up trouble 🤨. We can call in the authorities or drag you to court if need be, but don't expect us to catch every slip-up right away—we're not watching your every move.

FX Replay has the right to:

  • Remove or refuse to post any of Your Contributions for any or no reason in its sole discretion.
  • Take any action with respect to any of Your Contributions that FX Replay deems necessary or appropriate in its sole discretion, including if it believes that Your Contributions violate the Terms of Service, including the Content Standards, infringe any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website, the Service, or the public, or could create liability for FX Replay.
  • Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including, without limitation, referral to law enforcement for any illegal or unauthorized use of the Website or Service.
  • Terminate or suspend Your access to all or part of the Website or Service for any or no reason, including, without limitation, any violation of these Terms of Service.

Without limiting the foregoing, FX Replay has the right to cooperate fully with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through the Website or Service.

YOU WAIVE AND HOLD HARMLESS FX REPLAY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, FX Replay does not undertake to review all material before it is posted on the Website or the Service and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, FX Replay assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. FX Replay has no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.

6. Content Standards

💡 TLDR: You must play by these rules when posting or uploading contributions to FX Replay. Basically, keep it clean, kind, and honest, and don't pretend to be someone you're not or sell stuff without permission 🙅‍♀️.

These content standards apply to any and all of Your Contributions and use of Interactive Services. Your Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Your Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by FX Replay or any other person or entity if this is not the case.

7. Membership and Termination

💡 TLDR: FX Replay's Services are provided on a subscription basis, and the terms of that subscription are in this section.
Basically, once you agree and pay, you're in for the ride until you decide to bounce, with automatic renewals. Just remember, there are no take-backs on payments, and if your payment bounces, you might find yourself locked out until you sort it out. If you or we call it quits 😪 according to the rules , it's game over for using our stuff, but some bits of the agreement will still be enforced.
  • Your use and access begins upon accepting the terms of this Agreement and providing FX Replay with one or more Payment Methods (the "Initial Term"). "Payment Methods" means a current, valid, accepted method of payment, as may be updated from time to time. Your membership will continue and automatically renew until terminated (each a "Renewal Term" and together with the Initial Term, the "Term").
  • To use FX Replay's IP, You must provide one or more Payment Methods. You authorize FX Replay to charge any Payment Method associated with Your account in case Your primary Payment Method is declined or no longer available to us for payment of Your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and You do not cancel Your account, FX Replay may suspend Your access to FX Replay's IP until We have successfully charged a valid Payment Method.
  • All payments are nonrefundable and there are no refunds or credits for partially used subscription periods. Following any cancellation, however, You will continue to have access to the service through the end of Your current billing period.
  • Termination. In addition to any other express termination right set forth in this Agreement, FX Replay may terminate this Agreement, effective upon written notice to You, if You breach this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured two (2) days after FX Replay provides written notice thereof.
  • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, You shall immediately discontinue use of FX Replay's IP and, without limiting Your obligations under Section 9, You shall be unable to use and access FX Replay's IP. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.
  • Survival. This Section and Sections 1, 7, 9, 10, 11, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

8. Fees and Payment

💡 TLDR: Specifics about payment of the FX Replay Subscription is in this section. For example, we only accept US dollars. No Monopoly money 🎩, please. If we change the prices, we'll give you a heads-up a month in advance, so you can either accept your financial fate or bail before the new rates kick in.

  • Fees. You shall pay FX Replay the subscription fees ("Fees") as set forth at www.fxreplay.com/pricing.

  • You shall make all payments hereunder in US dollars.

  • FX Replay may change its Fees and the price of its Services from time to time. FX Replay will notify You at least one month before any price changes will become effective. If You do not wish to accept the price change or change its subscription plan, You can cancel Your membership before the change takes effect.

  • Free Trial. FX Replay may, from time to time, offer a free trial ("Free Trials"). Free Trial eligibility is determined by FX Replay at Our sole discretion, and We reserve the right to revoke Your Free Trial, to suspend Your membership, or to reject Your Free Trial request in the event that We determine You are not eligible. FX Replay may use information such as device ID, method of payment, IP address, user name, or Account email address on file with an existing or recent Account, Free Trial, or FX Replay membership to determine Free Trial eligibility. Unless otherwise specified, You are not eligible for a Free Trial if you have an existing or recent FX Replay membership or if You have, within the last year, used a Free Trial. Any attempt to circumvent the Free Trial eligibility may result in revocation of Your Free Trial, and FX Replay may charge Your Payment Method for Your FX Replay Subscription at the then current Fees.

  • Free Trials are for a limited period of time--e.g., 5 days (“Free Trial Period”). You may be required to enter your Payment Method when signing up for a Free Trial. You will not be charged for the Services until the last day of the Free Trial Period unless you cancel your membership. If You do not cancel Your membership, You will automatically be charged the applicable Fees.

  • Cancellation. You must cancel your membership before it renews in order to avoid billing of the Fees for the next billing cycle to your Payment Method. Information regarding cancellation is available at https://support.fxreplay.com/hc/en-us/articles/15732730340237-How-to-cancel-your-subscription

  • Taxes. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on FX Replay's income.

9. Confidential Information

💡 TLDR: If we tell you a secret, we need you to keep it a secret 🤐. And if you do have to spill the beans to follow the law or defend your rights in court, you promise to let us know.

From time to time, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

10. Intellectual Property Ownership; Feedback

💡 TLDR: FX Replay has invested a lot of time in creating a really cool Website and Service and consequently has some really cool intellectual property rights 😎😎😎😎. We respect the intellectual property rights of others and we ask that you do the same with respect to our rights.
We welcome your feedback on how to improve the website and you agree to assign rights in the feedback to FX Replay.
  • FX Replay’s IP. You acknowledge that, as between You and FX Replay, FX Replay owns all right, title, and interest, including all intellectual property rights, in and to FX Replay's IP.
  • Feedback. If You send or transmit any communications or materials to FX Replay by mail, email, telephone, or otherwise, suggest or recommend changes to FX Replay's IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), FX Replay is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to FX Replay on Your behalf, all right, title, and interest in, and FX Replay is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although FX Replay is not required to use any Feedback.

11. Warranty Disclaimer

💡 TLDR: We have invested a lot of time and resources to create a great Website and Services, but the Website and Services are provided "as is". If the Services inadvertently contain an error, your recourse will be not to use the Services 😥.

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND FX REPLAY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FX REPLAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FX REPLAY MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITE AND SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. Limitations of Liability

💡 TLDR: If the service we provide is less than awesome, your recourse is to stop using FX Replay. 🥲

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

  • IN NO EVENT WILL FX REPLAY OR ITS AFFILIATES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE FX REPLAY'S IP; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT FX REPLAY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • IN NO EVENT WILL FX REPLAY'S AND ITS AFFILIATES' COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO FX REPLAY PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE, THAT IS THE SUBJECT OF THE CLAIM.

13. Copyright Policy

💡 TLDR: If you see someone using your creative work on our site without permission, let us know with a formal complaint packed with details like your signature ✍️, what's been copied, and how to get in touch with you.

FX Replay takes claims of copyright infringement seriously. FX Replay will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request the removal of those materials (or access to them) from the Website by submitting a written notification to the FX Replay copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
  • Our designated copyright agent to receive DMCA Notices is:
    Emily Campbell, Esq.
    Dunlap Codding, P.C.
    PO Box 16370
    Oklahoma City, OK 73113-2370
    405-607-8600
    [email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

14. Miscellaneous

💡 TLDR: This chunk of text is the "fine print" 🧐 that makes sure everything in the agreement is the final word on the matter, covering how to legally say "hello" and "goodbye" via email, who's to blame if a meteor strikes (spoiler: not us), and how to tweak the rules without causing a fuss.

If any part of this deal doesn't play nice in court, they'll smooth it out so everything else still works. And yep, you're stuck playing by Oklahoma's rules if things get legal, but don't try passing this agreement to someone else without asking us first.
💡 TLDR: This Agreement is the whole Agreement. 🤗

  • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.

    💡 TLDR: To notify FX Replay, follow the instructions in this section.

  • Notice. - FX Replay will send You information relating to Your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example, via emails to Your email address provided during registration. You agree that any notices, agreements, disclosures, or other communications that FX Replay sends to You electronically will satisfy any legal communication requirements, including that such communications be in writing. - With regard to FX Replay, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to FX Replay at the following address: 101 Park Avenue Suite 1300 PMB#13401, Oklahoma City, OK 73102.

    💡 TLDR: Pronounced "fors muh-jur" 🤓. Sometimes things outside of our control happen and your recourse is to not use FX Replay.

  • Force Majeure. In no event shall FX Replay be liable to You, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, and to the extent such failure or delay is caused by any circumstances beyond FX Replay's reasonable control, including but not limited to acts of God, flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy.

    💡 TLDR: FX Replay may amend these terms from time to time and your continued use of the Services means that you accept and agree to the changes. 🤝

  • Amendment and Modification. FX Replay may revise and update this Agreement from time to time. Amendments and modifications will be posted at fxreplay.com and emailed to You at the email address provided during registration. Your continued use of the Services following the posting and emailing of the revised Agreement means that You accept and agree to the changes. You are expected to check fxreplay.com from time to time so it is aware of any changes, as they are binding.

    💡 TLDR: If any part of this Agreement is invalid, it will not affect the other parts of this Agreement. 🤷

  • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    💡 TLDR: This Agreement is governed by the laws of the state of Oklahoma Oklahoma Seal and should any dispute result in litigation, you agree to litigate in Oklahoma City.

  • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Oklahoma City and County of Oklahoma County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    💡 TLDR: You cannot assign this agreement without permission from FX Replay. In other words, no one can take over your responsibilities under this agreement, unless we agree. 😌

  • Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of FX Replay. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    💡 TLDR: If, for some reason, you start playing fast and loose with the Agreement, we can call our legal team to get protections —like injunctions or orders to do (or not do) something—without having to prove it hurt FX Replay's wallet.

  • Equitable Relief. You acknowledge and agree that a breach or threatened breach of the obligations under Sections 2 and/or 9 would cause FX Replay irreparable harm for which monetary damages may not be an adequate remedy, and You agree that, in the event of such breach or threatened breach, FX Replay will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    💡 TLDR: These captions are meant to help simplify the legal language our lawyers 👩‍⚖️ tell us we must have in this Agreement. If any part of the caption conflicts with the legal language in the section, the legal language in the section takes precedence over the caption.

  • Captions. The TLDR captions appearing at the beginning of the sections in this Agreement are descriptive only and for convenience of reference. Should there be any conflict between any such caption and the section to which it applies or any other section of these Terms, the provisions contained in such section(s) will control and govern the construction of such section(s).

Comments and Concerns

The Website and Service are operated by FX Replay, Inc. All other feedback, comments, requests for technical support, and other communications relating to the Website and Service should be directed to: [email protected].