Terms of Service

Last updated June 9, 2025

Thank you for agreeing to participate in FX Replay’s marketing and promotional campaigns (collectively, the "Campaign") as a social media influencer and affiliate partner. We are looking forward to working with you. These terms of service (the "Agreement") set out the agreement between FX Replay Inc, a Delaware corporation ("FX Replay" or "we") and you for your participation in the Campaign.

  1. Term; Exclusivity. This Agreement is effective from the date you accept this Agreement and continues until either party terminates this Agreement upon ten (10) days written notice to the other party ("Term"). You agree that during the Term, and for ninety (90) days afterward, you will not do any influencer marketing for our competitors in the following categories: backtesting solutions. Upon termination of this Agreement, FX Replay shall have the right to demand that you remove one or more Posts made by you concerning FX Replay if such post is materially detrimental to FX Replay or otherwise is not compliant with this Agreement. Upon receiving notice of FX Replay’s desire to have you remove such Posts, you shall remove such Posts within 24 hours of receiving notice from FX Replay.
  2. Payment and Fees. We will pay you an ongoing affiliate fee equal to a percentage of revenue collected by FX Replay from users procured by you from one or more Posts, as evidenced by the affiliate link access by such users (the "Fee"). The specific Fee and percentage due to you shall be set forth in the initial invitation and correspondence with FX Replay prior to you signing up as an affiliate partner. We will pay the Fee in U.S. dollars via PayPal or other similar payment processing platform on the first day of the month. Payment shall not be made to you until your account balance exceeds $200 for a given pay period. Please be advised that it may take up to 30 days for revenue to post to your account from which you will be paid.  Please note, if payment is rejected by your financial institution for any reason, you have (30) days to notify FX Replay of this matter, and if FX Replay does not receive any such notice, FX Replay shall not be required to remit any Fee payment to you for such payment period.
  3. Social Media Posts. During the Term, for any content you post on social media platforms (the "Posts") concerning or otherwise referencing FX Replay and its services and software, such Posts will conform to the requirements, specifications and instructions outlined in Exhibit A. In addition to the requirements set forth on Exhibit A, all Posts will meet the following requirements:
    • (a) Your Posts must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials ("Endorsement Guides"), for which we provide you a link in Exhibit A. You agree to adhere to our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. You must clearly and conspicuously disclose your "material connection" with us, making it clear that you are a paid influencer. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products and services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored).
    • (b) Although we want your Posts to be authentic, your Posts should only include factual statements about FX Replay and our products and services which you know for certain are true and FX Replay can prove or verify. Your Posts should also rely on the Campaign Materials to accurately use our trademarks, describe the Campaign, and describe our products and services.
    • (c) Your Posts will reflect your own honest opinions, beliefs, and experiences.
    • (d) Your Posts will be original and created solely by you.
    • (e) Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
    • (f) Your Posts will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided by us.
    • (g) Your Posts will comply with the rules of the applicable social media platforms.
    • (h) Your Posts will comply with our standards of conduct set out in Exhibit A and any other policies we provide you.
    • (i) Your Posts will comply with all applicable laws, rules, and regulations.
  4. Approval. With respect to each Post due during the Term, if you desire or otherwise think it would be helpful, you may submit one or more Posts to us for our review and approval prior to the scheduled publishing date.
  5. Monitoring Posts. You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:
    • (a) Requiring you to fix the Post.
    • (b) Fixing the Post ourselves or through one of our agencies.
    • (c) Withholding payment of the Fee.
    • (d) Terminating the Agreement for a material breach.
  6. Ownership; Grant of Rights. You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Posts made by us, or by any third party for our benefit subject to your rights in the underlying Posts. You hereby grant to FX Replay and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, an exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part.
  7. Use of Your Name, Likeness, and Information. You hereby grant to FX Replay and our affiliates, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, "Likeness") in connection with the Campaign, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product or service that features or includes the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
  8. Confidentiality. You understand that you may be exposed to information about FX Replay’s products and services, advertising campaign, marketing strategies, and other confidential and proprietary information of FX Replay that may not have been disclosed to the public (collectively, the "Confidential Information"). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Campaign, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for three (3) years.
  9. Representations and Warranties. By providing the Posts to us, you represent and warrant that the Posts:
    • (a) are your sole and original creation;
    • (b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
    • (c) are not libelous or otherwise defamatory; and
    • (d) do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
  10. Indemnification. You agree to indemnify, defend, and hold harmless FX Replay and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any breach by you of your representations, warranties, or other obligations hereunder.
  11. 11. Reserved.
  12. Relationship of the Parties.
    • (a) You understand that you are an independent contractor of FX Replay, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind FX Replay and will not make any agreements or representations on our behalf without our prior written consent.
    • (b) We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
  13. Miscellaneous.
    • (a) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. FX Replay may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    • (b) This Agreement is governed by and construed in accordance with the laws of Oklahoma without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in Oklahoma City, Oklahoma.
    • (c) If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and FX Replay and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts. This agreement may not be modified except by a written agreement that is signed by an authorized representative of FX Replay.

[Exhibits to follow.]

Exhibit A

Standards of Conduct

With respect to promotional messages, photos, or other communications made on social media platforms about FX Replay and our products and services, all influencers must adhere to the following standards:

  • You must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255), including making:
    • statements that reflect your honest beliefs, opinions, and experiences; and
    • clear and conspicuous disclosure about your connection to us in all of your posts.
  • To better understand your responsibilities under the Endorsement Guides, you must review:
    • The FTC's Endorsement Guides: What People Are Asking (https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking).
    • FTC: The Do's and Don'ts for Social Media Influencers (https://www.ftc.gov/news-events/news/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against-individual-social-media-influencers).
    • FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers).
    • FTC: Do you endorse things on social media? (https://www.ftc.gov/media/71405).
  • You may not:
    • make deceptive or misleading claims about our products services or our competitors' products or services;
    • make any claims about our products services or our competitors' products or services that are not backed up by evidence;
    • disclose any of our confidential information;
    • disparage FX Replay or our brands, products, or services;
    • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
    • offer for sale or solicit products on behalf of FX Replay;
    • make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
    • post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
    • use ethnic slurs, personal insults, obscenity, or other offensive language; and
    • make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving FX Replay’s consumers or other individuals.
  • You must adhere to:
    • the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of FX Replay, understanding that any these platforms' disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and
    • any additional guidelines provided by FX Replay such as product and service-specific program requirements and our Social Media Endorsement Policy.
  • You must not create fake followers or engagement on social media platforms, such as:
    • buying followers;
    • using bots to grow audience size by automating account creation, following, commenting, and liking; or
    • post fake sponsored content.
Terms of Service