FXCM Marketplace Developer Agreement THIS FXCM MARKETPLACE DEVELOPER DISTRIBUTION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the 5th of May, 2015 (the "Effective Date") by and between Forex Capital Markets, LLC, a Delaware Limited Liability Company, with offices at 55 Water Street, 50th Floor, New York, New York 10041 USA (along with its affiliates and subsidiaries "FXCM") and _______ with offices at _______ ("Proposed Developer"). WHEREAS, FXCM hosts a publicly available site (the "Market") on which any Proposed Developer who is registered and approved by FXCM ("Developer" or "You") can distribute software, content and digital materials that are pre-approved by FXCM ("Product(s)") to End Users (defined below) for End Users use with their FXCM account. WHEREAS, Developer shall be provided the option charge a fee for the Product(s) and FXCM will facilitate payment in accordance with the terms of this Agreement. WHEREAS, FXCM and Developer desire to set forth the terms for Developer distributing Product(s) in the Market to End Users (defined below) for use with End Users' FXCM account. 1. Developer Terms 1.1 FXCM shall provide Developer with access to the Forex Connect API. 1.2 Developer may not use the Market to distribute Product(s) and may not accept the Agreement unless Developer is verified and remains verified as a Developer by FXCM as determined by FXCM in its sole and absolute discretion. 1.3 FXCM reserves the right to refuse to allow Product(s) in the Market and/or remove any Product(s) from the Market as determined by FXCM in its sole discretion. 1.4 During the term of this Agreement, Developer shall provide the Product(s) and shall provide all support and maintenance for the Product(s) to FXCM's customers, end users, private label licensee's and other user's of the Market (collectively, "End Users"). The Product(s) shall only be available for use with End Users FXCM trading account. 2. Pricing and Payments. 2.1 This Agreement covers both Product(s) Developer chooses to distribute for free and Product(s) for which Developer charges a fee. In order to charge a fee for Product(s), Developer must consult and receive approval from FXCM. Such approval shall be determined by FXCM in its sole discretion. Once approved, Developer may set the price for Product(s) in the currencies permitted by FXCM. Currently, the Market the price of Product(s) is in U.S. Dollars. 2.2 FXCM will charge Developer a Transaction Fee (defined below). Developer will receive the sales price less Transaction Fee. 2.3 FXCM shall collect tax for each taxing jurisdiction where Product(s) are sold. FXCM is responsible for remitting taxes to the appropriate taxing authority 2.4 The "Transaction Fee" shall be set at twenty percent (20%) of the sales price Developer chooses to charge (provided FXCM approves such price). FXCM may revise the Transaction Fee by providing Developer notice. 2.5 In the event Developer's Product(s) is/are free Developer will not be charged a Transaction Fee. In the event Developer later decide to charge for the Product(s), Developer may not collect future charges from End Users for copies of the Product(s) that those End Users were initially allowed to download for free. 2.6 Refund. Generally, FXCM will not allow End Users to seek a refund. Notwithstanding anything to the contrary, FXCM may issue refunds to End Users and charge such refund to the developer in accordance with FXCM's then prevailing refund policies. 3. Support 3.1 Developer shall be solely responsible for support and maintenance of the Product(s) and addressing any complaints and follow-up services about the Product(s) to End Users. Developer shall be responsible for testing the Product(s) to ensure compatibility with FXCM's trading system. Developer's contact information will be displayed in each application detail page and made available to End Users for customer support purposes. Failure to provide adequate support for the Product(s) may result in termination of this Agreement and/or removal of the Product(s) from the Market. Developer shall provide FXCM with training and instruction for support and maintenance of the Product(s) at the request of FXCM. 3.2 Developer acknowledges and agrees that, as between FXCM and Developer, Developer shall be responsible for all technical failures, malfunctions, errors, fixes, maintenance and support required for the Product(s). Additionally, Developer shall be solely responsible for addressing all End Users complaints, technical issues, errors, malfunctions, compatibility issues and shall be solely liable for all damages or claims based on End Users use of the Product(s). 3.3 Developer shall not issue, publish, or distribute any advertisement, research, marketing material, or other sales literature with reference to the name or facilities of FXCM or any its affiliates without prior written consent of FXCM and any of its affiliates. 3.4 Reinstalls. End Users are allowed to reinstall and re-download the Product(s) at their discretion, provided however that if Developer removes a Product(s) from the Market pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, End Users shall no longer have a right or ability to reinstall the affected Product(s). 4. Use of the Market 4.1 Except for the license rights granted by Developer in Section 5 below, FXCM agrees that it obtains no right, title or interest from Developer (or Developer's licensors) under this Agreement in or to any of Product(s), including any intellectual property rights which subsist in the Product(s). Developer grants FXCM a license to use Developer's name and logo in the Market and in FXCM marketing materials in such manner as determined by FXCM in its sole discretion. 4.2 Developer agrees to use the Market only for purposes that are permitted by (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). 4.3 Developer agrees that it shall protect the privacy and legal rights of End Users. If the End Users provide Developer with, or Developer's Product(s) accesses or uses, user names, passwords, or other login information or personal information, Developer must make the End Users aware that the information will be available to your Product(s), and Developer must provide legally adequate privacy notice and protection for those End Users. If Developer's Product(s) stores personal or sensitive information provided by End Users, it must do so securely and only for as long as it is needed. If the End User has opted into a separate agreement with Developer that allows Developer or the Product(s) to store or use personal or sensitive information directly related to the Product(s) (not including other products or applications) then the terms of that separate agreement will govern Developer's use of such information. If the End User provides the Product(s) with FXCM Account information, the Product(s) may only use that information to access the user's FXCM Account when, and for the limited purposes for which, the user has given Developer permission to do so. 4.4 Non-Compete. Developer may not use the Market to distribute or make available any Product(s) whose primary or ancillary purpose is for the use with an entity other than FXCM. Developer may not use customer information obtained from the Market to sell, market or distribute Product(s) outside of the Market. Developer may not sell customer information obtained from the Market and Developer shall not for itself or for the benefit of any third party use information obtained from the Market to solicit End Users to a company other than FXCM 4.5 Developer agrees that it is solely responsible for (and that FXCM has no responsibility to Developer or to any third party for) the Product(s) distributed by Developer through the Market and Developer shall be solely liable for any loss or damage which FXCM or any End User may suffer by using Developer's Product(s). 4.6 Developer agrees that it is solely responsible for (and that FXCM has no responsibility to Developer or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which FXCM, any End User or any third party may suffer) of any such breach. 4.7 Restricted Content. Any Product(s) distributed in the Market must adhere to the policy checklist distributed by FXCM where applicable. 5. License Grants 5.1 Developer grants to FXCM a nonexclusive, worldwide, and royalty-free license to: copy, perform, display, and use the Product(s) for administrative and demonstration purposes in connection with the operation and marketing of the Market and to use the Product(s) to make improvements to FXCM's offerings. 5.2 Developer grants FXCM a nonexclusive, and royalty-free license to distribute the Product(s) in the Market pursuant to the terms of this Agreement. 5.3 After termination of this Agreement, FXCM may retain and use copies of the Product(s) for the Market and/or FXCM's services. 5.4 Developer grants to the End User a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product(s). Developer may include a separate end user license agreement (EULA) in the Product(s) that will govern the End User's rights to the Product(s) in lieu of the previous sentence. If Developer includes a EULA, the EULA must include and may not be inconsistent with the minimum terms and conditions specified in Exhibit A and must comply with all applicable laws in all countries where Developer wishes to allow End Users to download the Product(s). In the event that Developer does not furnish its own EULA, Developer acknowledges and agrees that each End User's use of the Product(s) shall be subject to the terms set forth in Exhibit A. Developer acknowledges that the EULA for each Product(s) is solely between Developer and the End-User and conforms to applicable law, and FXCM shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Developer or any End-User of any of the terms and conditions of any EULA. 6. Trademarks and Publicity 6.1 "Brand Features" means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time. 6.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to FXCM and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features, submitted by Developer to FXCM, for use in connection with the distribution and sale of Developer's Product(s) through the Market, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Product(s) on the Market, FXCM will cease use of the discontinued Product(s)' Brand Features pursuant to this Section 6.2, to the extent such discontinuation is reasonably practical. Nothing in this Agreement gives Developer a right to use any of FXCM's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without FXCM's prior approval. 6.3 Publicity. In addition to the license granted in 6.2 above, for purposes of marketing the presence, distribution and sale of the Developer's Product(s) in the Market, FXCM and its affiliates may include Developer Brand Features, submitted by Developer to FXCM: (i) within the Market and in any FXCM-owned online properties; (ii) in online or other communications outside the Market when mentioned along with other Market Product(s); (iii) when making announcements of the availability of the Product(s) online or on mobile devices; (iv) in presentations; and (v) in customer lists which appear either online or on FXCM products (which includes, without limitation, customer lists posted on FXCM websites). If Developer discontinues the distribution of specific Product(s) on the Market, FXCM will cease use of the discontinued Product(s)' Brand Features for such marketing purposes. FXCM grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use certain FXCM Brand Features set forth in Schedule A for the term of this Agreement solely for marketing purposes and only in accordance with the terms of Schedule A. 7. Product Removal. 7.1 Developer Removal. Developer may remove the Product(s) from future distribution via the Market at any time. Removing the Product(s) from future distribution via the Market does not (a) affect the license rights of End Users who have previously purchased or downloaded the Product(s), (b) remove the Product(s) from End Users computers or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or (c) change Developer's obligation to deliver or support Product(s) or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will FXCM maintain on any portion of the Market (including, without limitation, the part of the Market where previously purchased or downloaded applications are stored on behalf of users) any Product(s) that Developer has removed from the Market and provided written notice to FXCM that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Product(s) do not comply with applicable law. If Developer removes a Product(s) from the Market pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and an End User purchased such Product(s) within a year before the date of takedown, at FXCM's request, Developer must refund to the affected end user all amounts paid by such end user for such affected Product(s). 7.2 FXCM removal. If FXCM is notified by Developer or otherwise becomes aware and determines in its sole discretion that a Product(s) or any portion thereof or Developer's Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates FXCM's terms of service as determined by FXCM in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for FXCM; (f) is deemed by FXCM to have a virus or is deemed to be malware, spyware or have an adverse impact on FXCM's or an End Users hardware or Software; (g) violates the terms of this Agreement or subsequent documentation provided by FXCM; or (h) any other reason in FXCM's sole and absolute discretion, FXCM may remove the Product from the Market. Further, FXCM reserves the right to suspend and/or bar any Developer from the Market at its sole discretion. In the event that the Product(s) are involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product(s) within a year before the date of takedown: (i) Developer must refund to FXCM, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) FXCM may, at its sole discretion, withhold from Developer's future sales the amount in subsection (i) above. 8. REPRESENTATIONS AND WARRANTIES 8.1 Each party represents and warrants to the other that: 8.1.1 it has full capacity and authority to enter into and to perform this Agreement; 8.1.2 this Agreement is executed by a duly authorized representative of that party; 8.1.3 once duly executed this Agreement will constitute its legal, valid and binding obligations; and 8.1.4 neither the execution, delivery or performance of this Agreement by nor the consummation of any transaction contemplated otherwise, conflict with, result in a breach of, or constitute a default under or violate, as the case may be, its organizational documents, any applicable law or regulations, any court order, or any contract or commitment the Party may be bound by. 8.2 Developer represents and warrants that as of the Effective Date there are no unresolved claims or pending litigation against Developer that relate to the Product(s) or any intellectual property rights or Brand Features thereof. Developer represents and warrants that the Product(s) includes no illegal or malicious code or viruses. Developer represents and warrants that it will provide support and maintenance to correct failure, malfunctions, defects, or nonconformities in the Product(s). 8.3 Developer represents and warrants that it will not develop or distribute Product(s) that interfere with, disrupt, damage, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of FXCM or any third party including, but not limited to, End Users. 8.4 Developer represents and warrants that it has all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product(s); and/or if Developer uses third-party materials, Developer represents and warrants that it has the right to distribute the third-party material in the Product(s). Developer agrees that it will not submit material to Market that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless Developer is the owner of such rights or has permission from their rightful owner to submit the material. 9. TERM AND TERMINATION 9.1 This Agreement shall be effective as of the Effective Date set forth at the beginning of this Agreement and shall remain in effect until terminated as provided in this Agreement. 9.2 Develper may terminate this Agreement by providing FXCM with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) after which you shall cease being a Developer and having Product(s) in the Market. 9.3 FXCM may terminate this Agreement immediately, without cause and without notice including but not limited to if FXCM determines you are not verified as Developer or revokes your verification as a Developer for any reason or at any time as determined by FXCM in its sole and absolute discretion. 9.4 Either party may terminate this Agreement upon the occurrence of any of the following events: 9.4.1 in the event either party fails to comply with any of the material terms and conditions of this Agreement and such default has not been cured within thirty (30) days after receiving written notice; or 9.4.2 in the event either party (A) otherwise terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (C) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (D) has wound up or liquidated, voluntarily or otherwise. 9.5 In the event of termination of this Agreement, all prior licenses between Developer and End User shall remain in full force and effect in accordance with the terms of Section 7.1 above. 10. DISCLAIMER OF WARRANTIES 11.1 DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT DEVELOPER'S USE OF THE MARKET AND ANY SOFTWARE PROVIDED BY FXCM IS AT DEVELOPER'S SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. 11.2 DEVELOPER'S USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKET IS AT DEVELOPER'S OWN DISCRETION AND RISK AND DEVELOPER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVELOPER'S COMPUTER SYSTEM OR ANY THIRD PARTY'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH USE. 11.3 FXCM HEREBY DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FXCM DOES NOT WARRANT THAT THE MARKET OR ANY SOFTWARE PROVIDED BY FXCM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE MARKET OR ANY SOFTWARE PROVIDED BY FXCM WILL BE COMPATABLE WITH YOUR COMPUTER SYSTEEM OR FUTURE FXCM PRODUCTS OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH THE MARKET OR ANY FXCM SOFTWARE WILL NOT BE LOST, CORRUPTED OR DAMAGED. 12. LIMITATION OF LIABILITY 12.1 DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT FXCM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO DEVELOPER UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY DEVELOPER, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT FXCM OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 13. Indemnification 13.1 To the extent permitted by applicable law, Developer agrees to defend, indemnify and hold harmless FXCM, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) this Agreement; (b) Developer's use of the Market, (c) any allegations or claims that the Product(s) infringe any copyright, trademark, trade secret, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; and (d) End Users use of the Product(s). 14. Changes to the Agreement 14.1 FXCM may make changes to this Agreement at any time by posting an updated version of the Agreement on the Market site. FXCM will post a notification on the Market site with the new Agreement. The changes will become effective, and will be deemed accepted by Developer if Developer continues to have Product(s) in the Market. In the event that Developer does not agree with the modifications then Developer must terminate use of the Market, which will be Developer's sole and exclusive remedy. 15. General Legal Terms 15.1 This Agreement constitutes the whole legal agreement between Developer and FXCM and governs Developer's use of the Market. 15.2 The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. 15.3 If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. 15.4 Developer acknowledges and agrees that FXCM and its affiliates shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them, 15.5 EXPORT RESTRICTIONS. PRODUCT(S) ON THE MARKET MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. DEVELOPER MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCT(S). THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. 15.6 The rights granted in this Agreement may not be assigned or transferred by Developer without FXCM's prior written approval. Developer shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of FXCM. FXCM may assign this Agreement to any parent, subsidiary in which the it has a controlling interest, or to an affiliate, or in connection with a sale of all or substantially all of its assets or stock, and, in connection with a sale of such part of its business or of its affiliate which makes substantial use of the Market, provided each such party agrees to be bound by all terms and conditions of this Agreement. 15.7 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to laws that would otherwise apply under applicable choice of law principles. For purposes of any action or proceeding involving any matter arising out of or relating to this Agreement, each Party hereby expressly consents and submits to the jurisdiction of all federal and state courts located in the State and County of New York, hereby waiving any objection to the convenience or propriety of venue therein. 15.8 The obligations in Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement. 15.9 Neither Party is nor shall be a partner, joint venturer, agent or representative of the other Party solely by virtue of this Agreement. Neither Party has the right, power or authority to enter into any contract or incur any obligation, debt or liability on behalf of the other Party
FXCM's chief concern is preserving our brand image by use of the FXCM Logo. We've created this document to serve as a general guide to the do's and don'ts of using the FXCM logo when promoting an app on FXCMApps.com. All material produced by a developer is still subject to the developer agreement which is viewable in PDF format at https://www.fxcmapps.com/forex-app-developers/ There are only two FXCM images developers are allowed to use on their own marketing material. First is the simple Available on FXCMApps.com badge, second is the Preferred Broker image. Available on FXCMApps.com Badge Basics Download on FXCMAPPS.COM Please read and understand all image guidelines before use. Use the above badge on all electronic communication including websites, web banner ads, email promotions and online newsletters when discussing how a customer can download your app. Only the badge shown here is approved by FXCM. The badge must be used as provided and cannot be modified. Links from your online content back to your product page(s) at FXCMApps.com should be provided wherever the badge is used. The URL to your product page should be embedded in the image so that a user can click on the badge and be taken directly to your app. Preferred Broker Image Basics Please read and understand all image guidelines before use. Use the above badge on all electronic communication including websites, web banner ads, email promotions and online newsletters when the content refers to where (which broker) the app can be used. Do not use this image as the primary message or main graphic in your content. This image is to be secondary to your main message and company or app identity. Language versions FXCM provides badge artwork with "Download on the" modifiers translated into several languages. Do not create your own version of a language badge. Always use artwork provided by FXCM without modification. You may contact FXCMApps to have either the above badge or image translated into your preferred language. The FXCMApps.com always appears in English. Graphic Standards FXCMApps.com intentionally chose graphic standards similar to many other app stores. The uniformity of the app store experience is essential for customers to instantly recognize how to interact with content.
- Minimum clear space is equal to one-quarter the height of the badge.
- Do not place photos, typography or other graphic elements inside the minimum clear space.
- Minimum size is 12 millimeters for use onscreen.
- Always select a size that is clearly legible but not dominate.
Legal Requirements As stated previously, developers and their marketing material are always subject to the most current developer agreement. FXCM has not duty to proactively review individual developers marketing content. However, in extreme circumstances, it may become necessary for FXCM to review a developers website and enforce the provisions outlined in this guide.
Terms for End-User License Agreement 1. License Grant: You and the End User must acknowledge that the EULA is concluded between You and the End User only, and not with FXCM. You, must make clear that you are solely responsible for the Product and the content thereof. The license granted to the End User for the Product must be limited to a non-transferable license to use the Product with a FXCM trading account. 2. Maintenance and Support: You must be solely responsible for providing any maintenance and support services with respect to the Product. You must disclose that FXCM has no obligation to furnish any maintenance and support services with respect to the Product 3. Warranty: You must be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. You must make it clear that FXCM will have no warranty obligation whatsoever with respect to the Product, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Product will be Your sole responsibility. 4. Product Claims: You and the End User must acknowledge that You, not FXCM, are responsible for addressing any claims of the End User or any third party relating to the Product. The EULA may not limit Your liability to the end-user beyond what is permitted by applicable law. 5. Intellectual Property Rights: You and the End User must acknowledge that, in the event of any third party claim that the Product or the End Users' use of that Product infringes a third party's intellectual property rights, You, not FXCM, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 6. Legal Compliance: The End User must represent and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. 7. Developer Name and Address: You must state in the EULA Your name and address, and the contact information (telephone number; E-mail address) to which any End User questions, complaints or claims with respect to the Product should be directed.