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Currency Converter for Publishers

Subscription Agreement

1. Grant of License

OANDA hereby grants to Subscriber, and Subscriber hereby accepts from OANDA, a non-exclusive, non-transferable, limited right and license for the term of this Agreement to use OANDA’S Currency Converter for Publishers (“the Forex Service") for the limited purposes, and under the terms and conditions, set forth herein. In consideration for the rights to the Forex Service granted herein, Subscriber agrees to identify OANDA as the source of the Forex Service, and to include the entire code snippet as provided in the widget customization process.

2. Scope of License

  1. Subscriber is permitted to embed and display the Forex Service publicly (either on its web site, in its publications or in its proprietary applications), so long as it does not charge any fees to visitors to such web site, readers of such publications, or users of such proprietary applications. If Subscriber intends to charge any fees to such visitors, readers or users, then Subscriber agrees to first enter into a data retransmission license with OANDA.
  2. Subscriber agrees not to alter the provided code, aside from changes to the language parameter (lang=xx) as outlined on the language help page.
  3. Except as permitted in Section 2.a), Subscriber agrees that it will not communicate, resell or otherwise make available, or permit to be communicated or otherwise made available, the Forex Service (or any part thereof) to any third party, and that it will not re-transmit the same from its business premises for any purpose, including re-transmission to other business premises operated by the Subscriber, without written permission from OANDA.
  4. In the event Subscriber becomes aware of any unauthorized use by a third party of the Forex Service licensed to Subscriber, Subscriber will give OANDA prompt notice thereof. Subscriber will, thereafter, cooperate with OANDA in investigating the same.

3. Changes in the Forex Service From Time to Time

OANDA reserves the right, in its sole discretion, and from time to time, on sixty (60) days’ written notice to Subscriber, to change the format or content of the Forex Service, whether or not such changes would require changes to be made by Subscriber to its mode of operation or would render any hardware or software which relies upon the Forex Service unsatisfactory or inoperative.

4. Right of Inspection

Subscriber agrees to furnish to OANDA, upon OANDA’s written request, such information concerning its use of the Forex Service as OANDA shall reasonably require for the purpose of monitoring compliance with this Agreement. Subscriber and OANDA agree that if OANDA believes, on reasonable grounds, that the Subscriber is, or may be, in breach of Section 2 of this Agreement, then a person or persons designated by OANDA (accompanied by a representative of Subscriber, at Subscriber’s discretion) shall have reasonable access to Subscriber’s business premises and the right to audit Subscriber’s use of the Forex Service. If the result of such audit shall determine that Subscriber has used the Forex Service in breach of this Agreement, then OANDA shall have the right to immediately terminate this Agreement and the provision on the Forex Service.

5. Proprietary Rights

Subscriber acknowledges that the Forex Service consists of factual information gathered, selected and arranged by OANDA at considerable expense and by application of methods of selection and judgment unique to OANDA, and that such information shall be and remain the sole property of OANDA during and after the term of this Agreement. Subscriber agrees not to reverse engineer the Forex Data and shall not sell, resell or otherwise convey any or all of the information comprising the Forex Service, except as expressly permitted herein. Except as permitted above, Subscriber agrees not to make any use of the name “OANDA” or any other name or mark claimed as proprietary by OANDA, alone or in connection with any other word or words, without the prior written consent of OANDA.

6. EXCLUSION OF WARRANTIES

OANDA DOES NOT WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF FOREX DATA, AND SUBSCRIBER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, FOREX DATA ARE BEING PROVIDED TO THE SUBSCRIBER “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATIONS OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL OANDA BE LIABLE TO SUBSCRIBER, OR TO ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE ACCURACY OF FOREX DATA, OR OF ANY OTHER INFORMATION SUPPLIED BY IT, OR FOR ANY DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS OR OMISSIONS IN THE FURNISHING OF FOREX DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY SUCH DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS OR OMISSIONS, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY PERSON ACTING IN RELIANCE UPON FOREX DATA DOES SO AT HIS OR HER OWN RISK. IN THE EVENT THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, THE PARTIES AGREE THAT OANDA’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING HEREUNDER (WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, SERVICE LIABILITY OR OTHERWISE) SHALL BE LIMITED TO US$1,000.

8. Indemnification

  1. Subscriber agrees to indemnify and hold OANDA, its shareholders, officers, employees and agents harmless from and against any and all losses, claims, damages or liabilities (including reasonable attorneys’ fees) to which any of them may become subject and which are in any way related to or which have arisen under or in connection with the following, in each case whether arising under any statute, at common law or otherwise, and to reimburse them for all legal or other out-of-pocket expenses (including the reasonable costs of investigation and preparation) incurred in connection therewith: (i) any breach of this Agreement or non-compliance by Subscriber with the terms and conditions of this Agreement; (ii) any misuse by Subscriber of the Forex Service; and (iii) any third-party action related to Subscriber’s receipt and utilization of the Forex Service, whether authorized or not authorized under this Agreement.
  2. OANDA agrees to indemnify and hold Subscriber, its shareholders, officers, employees and agents harmless from and against any and all losses, claims, damages or liabilities (including reasonable attorneys’ fees) to which any of them may become subject and which are in any way related to or which have arisen under or in connection with the following, in each case whether arising under any statute, at common law or otherwise, and to reimburse them for all legal or other out-of-pocket expenses (including the reasonable costs of investigation and preparation) incurred in connection therewith any breach of this Agreement or non-compliance by OANDA with the terms and conditions of this Agreement.

9. Term

This Agreement shall be effective upon its execution by the parties and shall continue (unless sooner terminated by the provisions hereof) for a period of one (1) year from the date hereof (the “Initial Term”). At the end of the Initial Term, this agreement shall automatically renew for successive one year periods ("Renewal Terms"), unless either of OANDA or Subscriber elects to terminate the Agreement by providing the other with written notice of such termination at least thirty (30) days prior to the end of the Initial Period or current Renewal Term, as the case may be.

10. Termination

  1. Notwithstanding the provisions of Section 10, this Agreement may be terminated (i) at any time by mutual agreement of the parties; (ii) at any time, by OANDA, on notice to Subscriber, in the event of a breach of sections 2, 5 and/or 6 of this Agreement; (iii) by Subscriber pursuant to Section 3 hereof; and (iv) by either party upon expiration of thirty (30) days following notice of a material breach of this Agreement by the other if the events giving rise to such material breach have not been cured within said thirty-day period.
  2. Immediately upon termination of this Agreement for any reason whatsoever: i) the license to use the the Forex Service will be immediately revoked; ii) Subscriber will forthwith destroy all copies of the the Forex Service, and will provide OANDA with documentation certifying such destruction;

11. Confidentiality

Subscriber agrees that it shall not disclose, directly or indirectly, in whole or in part, to any other person any Confidential Information received from OANDA. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Section 11. Accordingly, in the event of a breach or threatened breach of any such obligation, Subscriber hereby consents to the granting of a temporary restraining order, preliminary injunction and/or permanent injunction against it by any court of competent jurisdiction, without requiring the posting of any bond or other security therefor, prohibiting it from committing or continuing any such breach or threatened breach. In any proceeding upon a motion for such a temporary restraining order, preliminary injunction or permanent injunction, its ability to answer in damages shall not be a bar, nor be interposed as a defense, to the granting of any such equitable relief against it. As used herein, “Confidential Information” shall mean all information or data received by Subscriber from OANDA pursuant to this Agreement which is not (1) in the public domain (other than as a result of a disclosure directly or indirectly by Subscriber), (2) otherwise already known by Subscriber or (3) independently developed by Subscriber during the term hereof without reliance upon any Confidential Information. Notwithstanding the foregoing, either party to this Agreement may include the other party among a listing of its content providers or clients.

12. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement may not be assigned, in whole or in part, by Subscriber without the prior written approval of OANDA. For the purposes of this Agreement, a merger, consolidation or other corporate reorganization, or a transfer or sale of a controlling interest in Subscriber’s stock, or of substantially all of its assets shall be deemed to be an assignment.

13. Survival

Notwithstanding the termination of this Agreement for any reason, Sections 2d, 5, 6, 7, 8, 10, 11 and 17 hereof, shall survive such termination and shall remain in full force and effect.

14. Force Majeure

Neither party shall be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including, without limitation, acts of God, strikes, riots, acts of war, telecommunications failure or governmental regulations imposed after the date of this Agreement.

15. Dispute Resolution

Except for the right of OANDA to apply to a court for injunctive relief or other such provisional remedy to prevent irreparable harm, OANDA and Subscriber agree that with respect to any controversy or claim arising out of or relating to this Agreement that OANDA and Subscriber will first work together in good faith to resolve the matter internally by escalating it to higher levels of management. If necessary, OANDA and Subscriber will next proceed to arbitration by a single arbitrator pursuant to the rules of the American Arbitration Association. The decision of the arbitrator will be binding and not subject to appeal.

16. Miscellaneous

  1. The arrangements set forth herein between the parties are non-exclusive, including, by way of example and not limitation, the right of OANDA to distribute the Forex Service or any part or component thereof to third parties.
  2. Each party agrees to execute, acknowledge, file and record such further documents, and do such further acts and things as may be required hereunder or as shall be reasonably necessary to carry out the intent and purposes of this Agreement.
  3. This Agreement constitutes a valid and binding obligation of each of the parties, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.
  4. This Agreement shall be construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof or the conflict of laws provisions of any other jurisdiction.
  5. This Agreement constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior communications with respect thereto.
  6. This Agreement may not be modified, amended or in any way altered or waived, except in a writing signed by both parties.
  7. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. This Agreement may be executed in counterparts, all of which together shall be deemed one and the same Agreement.
  8. All notices required hereunder shall be in writing and shall be deemed to have been duly given (i) three business days after posting by certified mail, postage prepaid, (ii) upon confirmed transmission if delivered by fax or email, and (iii) the next day if delivered by overnight commercial courier, in each case to the address set forth below:

    To OANDA:
    OANDA Corporation
    140 Broadway, FL 46
    New York, NY 10005 USA
    Fax: 1-888-775-RATE (1-888-775-7283)
    Email: info@oanda.com

    To Subscriber:
    At the email address, physical address or fax number reflected in OANDA's records. Subscriber shall immediately notify OANDA of any change in its email address, physical address or fax number.

  9. All monetary amounts referred to in this Agreement shall be in US Dollars.
  10. The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them.
  11. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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