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Terms of Use and Platform Services Agreement

This User Agreement (the "Agreement") is a binding agreement between Paper To Trader LLC ("Paper To Trader," "us" or "we") and each of its users ("Users" or "you") who click the applicable box or link or otherwise acknowledge their acceptance of this Agreement, whether through any website(s), application(s), or any other medium through which Paper To Trader makes this Agreement available (the "Site") and whether or not such user is issued or maintains an account with Paper To Trader. Paper To Trader’ Site, Optimus Flow platform, and/or any Paper To Trader’ technology, features, content, and services (collectively with the Site, the "Platform") are provided subject to the terms and conditions set forth in this Agreement and your access to and use of the Platform is subject to this Agreement. It is your responsibility to review this Agreement before using or accessing the Platform.

You should not be able to access the Platform without affirmatively acknowledging your acceptance of this Agreement, and you should not employ any technology or other means that allows you to do so, but, if you do access the Platform, or portions thereof without affirmatively acknowledging your acceptance of this Agreement, then you will nonetheless be considered a User and your use of the Platform constitutes acceptance of this Agreement. Users who are bound by this Agreement may include, without limitation, individuals, traders, brokers, compliance professionals, investors, and other financial industry professionals. Users are bound by this Agreement regardless of whether they make any payment to Paper To Trader.

Paper To Trader reserves the right to make changes, modifications, updates, and amendments ("Modifications"), at any time to the Platform or this Agreement. Any Modifications to this Agreement will be effective upon posting of an updated Agreement. Your continued access or use of the Platform after the posting of any Modifications to the Agreement will constitute your acceptance of the Modifications.

You should not use or access the Platform if you do not agree to the terms of this Agreement and/or do not wish to be bound by this Agreement. To the extent permitted under applicable law, this Agreement requires Arbitration in the event of disputes between users and Paper To Trader or any of its affiliates and limits the availability to Users of class action lawsuits and other remedies.

Description Of the Platform

Paper To Trader, via the Platform, delivers a cutting-edge paper or virtual trading solution which offers real-world market conditions, data, advanced charting, simulated execution, and other trading features, with integration to certain financial trading execution software. The Platform is intended to provide users a simulated trading environment by which to practice trading and analyze trading strategies, techniques, and approaches against a variety of hypothetical or simulated financial market conditions. Virtual trading products to be traded within simulated markets are regulated by the Commodity Futures Trading Commission (“CFTC”), Securities Exchange Commission (“SEC”), National Futures Association (“NFA”), Financial Industry Regulatory Authority (“FINRA”), and the various commodity or securities exchanges such as those owned by the CME Group and NYSE. These products may include but are not necessarily limited to exchange traded securities, futures contracts, options on futures contracts, OTC products including but not limited to deliverable spot and forward market foreign currency transactions. The Platform may also deliver bespoke or simulated trade training simulations, solutions, contests, challenges, and/or other environments designed to inform, entertain, or educate users about other general topics, techniques, market approaches, or other simulated factors as may be requested or made available from time to time by Paper To Trader (collectively the “Services”).  Users will be able to access the platform via an online portal. They will have a unique Platform login and access to the content that they have purchased or granted use of by Paper To Trader.

Eligibility

You represent and warrant that you are at least 18 years of age when accessing the Platform. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. Paper To Trader may, in its sole discretion, refuse to offer the Services to any person or entity and may change its eligibility criterion at any time.

No Investment Recommendations or Financial Advice Provided

Paper To Trader, through the use of the Platform, does not directly, indirectly, implicitly or in any other manner whatsoever provide any investment advice. You acknowledge and agree that no aspect of the Platform is intended to provide, or should be construed as providing, any investment, financial, tax, compliance, regulatory, legal or other advice of any kind. You should not consider any content on the Platform to be a substitute for investment, financial, tax, compliance, regulatory, legal or other professional advice. Use of the Platform is for training and simulated trading purposes only and is to be used as a personal learning environment. Use of the Platform should be approached with an intention to refine, improve, and adjust how financial markets may be traded or invested in within a simulated environment. 

Limitations Of Platform Information

Paper To Trader’ Platform is offered as an educational technology solution only.  In certain circumstances, or in the future, Users may provide comments, opinions, other information or advice to other Users. Any such information or advice provided by Users is solely the opinion of the party providing the information or advice, and parties, including other Users, who rely on such information or advice do so entirely at their own risk.

You acknowledge and agree that no information, opinion or advice provided by any User or third party will be construed as the information, opinion or advice of Paper To Trader, any Paper To Trader affiliate, any third-party vendor which Paper To Trader may rely upon to provide or support the Platform, or any of their respective owners or agents (each individually a "Related Party" and collectively the "Related Parties"). Paper To Trader does not generate, verify, approve, endorse, exercise editorial control over, or guaranty the accuracy or completeness of content generated by or received from Users or third parties, whether made available on the Platform or otherwise, and makes no representations or warrantees of any kind with respect to any such content or any other information generated by or received from any User or third party.

You acknowledge and agree that Paper To Trader and the Related Parties are not liable for content or information provided by Users or other third parties, including any User or third party generated content that is accessible through the Platform. You acknowledge and agree that you will not bring, file, or assert any claim, proceeding, cause of action, or suit against Paper To Trader or the Related Parties relating to any such content or information, and you waive any right that you may possess to do so.

You also acknowledge and agree that Paper To Trader and the Related Parties are not obligated to (i) detect or remedy any fraudulent, misleading, or otherwise wrongful or improper post, (ii) monitor any User’s activities on any other sites, or (iii) remedy any misuse of information originally posted to Paper To Trader on another site, and you further acknowledge and agree that you will not bring, file, or assert any claim, suit, proceeding, or cause of action relating to, or seek damages arising from, any failure on the part of Paper To Trader or any Related Party to do so, and you waive any right that you may possess in connection with the same.

Pricing and Refund Policy

Generally, prices and fees for any offered Services available on the Platform will be published and charged as advertised.  Please be advised that pricing or fees charged by Paper To Trader to access the Platform and any of the included Services available through the Platform are subject to change from time to time.  Paper To Trader maintains the right to adjust such prices as it deems appropriate in its sole discretion with or without notice to you as a user. 

Paper To Trader’ products may be sold on a one-off or subscription basis. If Services purchased from Paper To Trader are purchased as part of a subscription plan, your subscription will automatically renew when the current subscription period ends.  Please be sure to cancel your subscription at least thirty (30) days prior to its expiration date to avoid any potential inaccurate billing actions. To cancel services please send an email to support@optimusflow.app with your full name, phone number, and account identifying information. Paper To Trader will respond to you accordingly and work to resolve your request. 

Please be advised that as a user of the Platform you acknowledge and agree that Paper To Trader and the Related Parties offer no refunds of any kind. This means that you will not be able to get a refund for any payments which have already been made. Once Services have been initiated you will have access to those Services purchased for a period of up to 30 days or the period of any subscription whichever is longer. Paper To Trader subscription plans are generally based on an automated renewal system. If you do not want to subscribe to the Services any longer, again please cancel your subscription before the next renewal date. Once Services have been cancelled you will still have access to the content until the period you have paid for ends.

Taxes

As and where applicable sales, use, excise, service, and other such taxes which Paper To Trader is required or permitted to collect by law from users will be collected on a good faith basis.  Tax amounts Paper To Trader is required to collect will generally be added to the cost of any purchase of the Services at the time of sale and added to the total fees charged.

Use In Other Countries

Paper To Trader makes no representation or warranty that any content or Services are appropriate for use in locations outside the United States. Those who choose to access the Platform from outside of the United States are solely responsible for compliance with local laws. Paper To Trader may, but is under no obligation to, limit the availability and accessibility of its content and Services in certain jurisdictions of its choosing. With respect to Paper To Trader’ compliance with privacy laws, please refer to Paper To Trader’ Privacy Policy which is incorporated into and is made a part of this Agreement.

Electronic System And Technological Failure

Although the Platform will operate in only a simulated environment, it is possible that Paper To Trader may encounter hardware, electronic, technological and system failures, delays or other issues from time to time, including failures relating to internet connectivity, electrical power, third party service providers, and computer crashes. 

You acknowledge and agree that you will not bring, file, or assert any claim, suit, proceeding, or cause of action relating to, and that you will not seek damages arising from, any such failures, delays or other issues, and you waive any right that you may possess to do so.

Use Of The Platform

The Platform contains and provides creative content developed by Paper To Trader or its Related Parties. All such materials available through the Platform are proprietary to Paper To Trader. You may download, view, copy and print information, materials and any other aspect of the Site to which Paper To Trader grants you access (i) solely for your own personal informational purposes; and (ii) provided that you do not distribute, modify or alter the materials, including any notices or disclaimers therein. You agree that you are solely responsible for any and all regulatory obligations within your specific jurisdiction or otherwise relating to you that may apply to your use of any Paper To Trader content or Services.

You agree not to upload, transmit, or distribute via the Site or any other aspect of the Platform any information which:

  • Infringes or otherwise violates any copyright, patent, trademark, trade secret or other intellectual property or other proprietary right of any User or third party;
  • Constitutes a derivative work derived from content created by Paper To Trader or a User;
  • Is defamatory, libelous, disparaging, expresses hate, or is unlawfully threatening;
  • Is pornographic, obscene, vulgar, or exploitative of a minor;
  • Contains or embodies a virus, worm, or other contaminating or destructive feature;
  • Violates any agreement, duty or other obligation to which you or others are bound, including any agreement, duty or obligation relating to confidentiality or non-use;
  • Constitutes false or misleading market or performance information, false advertising, fraud, or consumer fraud;
  • May otherwise give rise to legal claims against you, Paper To Trader or any User.

You further agree:

  1. Not to reverse engineer, publish, distribute, transmit, transfer, or sell any content accessible through the Platform that was created by someone other than you;
  2. Not to interfere, in any way, with others’ use of or access to the Platform and to not attempt to gain unauthorized access to the account(s) or computer system(s) of any other User;
  3. To fully comply with all applicable treaties, laws, rules and regulations in connection with your use of the Platform, regardless of your jurisdiction;
  4. Not to promote any commercial enterprise, through which you receive direct or indirect compensation, or other consideration, through the Platform;
  5. Not to use any robot, spider, artificial intelligence, or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Site or any other aspect of the Platform;
  6. Not to take any other action that imposes an unreasonable or disproportionately large load on the Site or is likely to slow or burden the Site’s performance;
  7. Not to link to any page of the Site other than the home page or any other publicly available pages without Paper To Trader’ prior express written consent to do so.

Access Methods

You acknowledge and agree that you are fully responsible for maintaining the privacy of any password, user identification or other method to access the Site or any other aspect of the Platform (each, an "Access Method") which you may be granted as a User. You agree not to disclose or share your Access Methods with any other person or entity. You agree not to access or attempt to access any password-protected portions of the Site or any other aspect of the Platform without an authorized Access Method or through any means other than your authorized Access Method. You acknowledge and agree that it is solely your responsibility to monitor and control use of your Access Methods, to ensure the security of your Access Methods and to ensure that your Access Methods are not compromised or used without authorization.

In the event you determine your Access Method to have been compromised for any reason you agree to immediately notify Paper To Trader and provide a detailed explanation regarding the circumstances by which your Access Method was compromised. Paper To Trader will make a determination, in its sole discretion, as to what course of action will be taken to resolve the situation.

While Paper To Trader will endeavor to ensure the security of your Access Methods and personal information, Paper To Trader cannot guarantee that security breaches will not occur and cannot warrant the security of your information. Paper To Trader’ Privacy Policy, which is incorporated into and is made a part of this Agreement.

You acknowledge and agree that Paper To Trader and the Related Parties will not be liable for any losses or damages that you may sustain, and that you will not bring, file, or assert any claim, cause of action, proceeding, or suit against Paper To Trader or the Related Parties arising from or relating to, any unauthorized or improper use of your Access Methods, or any security or privacy breach relating to your Access Methods, and you waive any right that you may possess in connection with the same.

Unauthorized Use Of The Platform

Paper To Trader may but shall not be obligated to investigate and take legal action against those responsible for any illegal and/or unauthorized use of the Site or any other aspect of the Platform including: unauthorized access to the Platform through a third party application, robot, spider, artificial intelligence, automated device, or data mining or extraction tool or other unauthorized means; interference with the Platform; any action that imposes an unreasonable load on the Site; or any link to any page of the Site other than the home page. Paper To Trader’ decision not to pursue legal action for any such violation or any breach of this Agreement shall not be construed as a waiver of any provision of the Agreement or of any of Paper To Trader’ legal rights.

Denial Of Access

Paper To Trader may prohibit you from using or accessing the Site or any other aspect of the Platform for any or no reason, at any time, in its sole discretion, without notice to you. Paper To Trader may remove any User information on any grounds, including in the event that Paper To Trader believes the information violates applicable law, this Agreement or the rights of Paper To Trader, or any User or third party.

Trademarks And Copyrights

You acknowledge and agree that (i) the trade names and logos of Paper To Trader and the Related Parties, (ii) the design, graphical elements, and appearance of the Site, (iii) the content of the Platform (except to the extent otherwise expressly stated in this Agreement), and (iv) any intellectual property, trade secret, or otherwise protectable information contained in the foregoing (collectively, "Paper To Trader IP") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without Paper To Trader’ prior written permission. You acknowledge and agree that Paper To Trader IP is the sole property of Paper To Trader, or a Related Party, or its licensors. You agree to abide by all copyright notices, information, or restrictions with respect to Paper To Trader IP and acknowledge that, other than as expressly provided herein, you do not have a license to use Paper To Trader IP. Paper To Trader names, logos, and other materials displayed on Paper To Trader’ Sites or any other aspect of the Platform, together with the goodwill associated with them, constitute trademarks, trade names, service marks or logos ("Marks") owned exclusively by Paper To Trader or a Related Party. You agree not to use any Marks in any manner whatsoever without Paper To Trader’ prior written consent.

Submissions And Data Transmission

Paper To Trader’ Platform is offered as an educational technology solution only.  In certain circumstances, or in the future, Users may provide comments, opinions, other information or advice to other Users.  When you post or submit content to the Platform you will retain your ownership of such content. You represent that you exclusively own all content that you post or submit to the Site, together with any and all rights thereto, and that your posting or submitting such content to the Site does not infringe on any intellectual property rights or other rights of any other person or entity.

Paper To Trader shall have no responsibility or liability for the deletion of, or failure to store, any content you may post or submit to the Site and Paper To Trader may delete such content from the Site at its discretion. You acknowledge that Paper To Trader may delete accounts that are inactive or that belong to Users who have violated this Agreement. Although you acknowledge that Paper To Trader is under no contractual or legal obligation to do so, Paper To Trader will endeavor to undertake commercially reasonable efforts to protect Users’ confidential information from unauthorized disclosure to third parties.

By posting to the Site or otherwise submitting content to Paper To Trader or any Related Party, you grant Paper To Trader, as well as its parent, subsidiary and affiliated companies, a non-exclusive, transferrable, sub-licensable, worldwide, fully paid-up, royalty-free, perpetual and irrevocable license to use, reproduce, distribute, create derivative works of, display, import or otherwise exploit such content in any form, media, or technology, whether now known or hereafter developed. You represent that you have the right to grant such license with respect to all content you post or submit to the Site, or otherwise provide to Paper To Trader or any Related Party, and that your grant of such license does not infringe on any rights belonging to any other person or entity.

Third Party Advertisements And Links To Third Party Sites

Paper To Trader may at any time and at its sole discretion provide links to the websites of third parties. Additionally, the Site may display advertisements from third parties, such as banner advertisements and pop-up texts, and links to the sites of such advertisers. Paper To Trader is not responsible for the content of such advertisements or any links, or any products, services or other materials relating to such advertisements or provided by the advertisers, any linked site, or any link contained in a linked site. The display of any advertisement or link does not imply endorsement by Paper To Trader of the advertisement or linked site or any content therein.

In no event will Paper To Trader or any Related Party be liable, directly or indirectly, for any damage or loss that you may sustain, and you acknowledge and agree that you will not bring, file, or assert any claim, cause of action, proceeding, or suit against Paper To Trader or the Related Parties, arising from or relating to any use, continued use or reliance on any advertisement displayed on the Site, or any products, services or other materials relating to any such advertisement, any linked third party site, or any link contained in a linked site, and you waive any right that you may possess to bring, file, or assert any such claim, cause of action, proceeding, or suit.

Disclaimer Of Warranties And Limitation Of Liability

Paper To Trader makes no warranties of any kind, either express, implied or statutory, including warranties of title, non-infringement, system integration, availability, integrity, reliability, transmission or response time, data accuracy, completeness, timeliness, suitability of content or services, merchantability or fitness for a particular purpose, including with respect to its Platform.

Your use of the Platform is entirely at your own risk. Neither Paper To Trader nor any of the Related Parties are responsible or liable to you or anyone else for any loss or injury or any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to your use of, or inability to use, the Platform, or for content accessible through the Platform. The foregoing is applicable whether or not the loss or injury is caused by events beyond the control of Paper To Trader or any Related Party.

In no event shall Paper To Trader’ total liability to you for any and all damages, losses, and causes of action (whether in contract, tort, statutory, or otherwise) exceed the total amount paid by you to Paper To Trader in the twelve (12) months prior to the date on which you first assert a claim. To the extent that Paper To Trader may not, as a matter of applicable law in any particular jurisdiction, disclaim any implied warranty or limit liabilities, the scope and duration such warranty and the extent of Paper To Trader’ liability will be the minimum permitted under such applicable law in such jurisdiction.

Indemnification And Release

You agree to indemnify and hold Paper To Trader and the Related Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including reasonable attorneys’ fees, expert fees, disbursements and court costs) arising from, relating to, or in connection with (i) your or anyone using your account’s use of the Platform or any content, information, or materials contained, displayed or available therein; (ii) your violation of this Agreement; (iii) any postings or submissions submitted by you or someone using your account to Paper To Trader, including any allegation that a posting or submission violates the copyright, trade secret, trademark, or intellectual property rights of any person or entity; (iv) your or anyone using your account’s violation of any applicable law or regulation or any rights of any third party; (v) access or use of the Platform by you or anyone using your Paper To Trader account.

To the maximum extent permitted under applicable laws, you hereby release Paper To Trader and the Related Parties from any liability related to: (a) any incorrect or inaccurate content accessible through Paper To Trader, the Site or any other aspect of the Platform; (b) the conduct, whether online or offline, of any User; and (c) any error or omission, interruption or deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access, or alteration, of, to or in connection with Paper To Trader, the Site or any other aspect of the Platform. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

This section shall survive the termination of this Agreement for any reason.

Dispute Resolution

(a) All controversies, disputes, demands, counts, claims and causes of action, including the arbitration of the same, between you and Paper To Trader or any Related Party arising out of, under, or relating in any way to this Agreement or the subject matter hereof, including your use of the Platform, shall be settled exclusively through binding arbitration. Unless arbitration before another body is required by applicable law, or unless otherwise agreed by all parties in writing, the arbitration shall be conducted before a panel of three (3) commercial arbitrators with substantial experience in resolving commercial contract disputes in accordance with the Judicial Abritration and mediation Services (“JAMS”) rules as then in effect (the "Rules"). The arbitration shall be held in a place designated by agreement of the parties or, in the absence of such agreement, at a place in Fort Lauderdale, Florida, designated by the arbitration panel, and, except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Rules in effect at the time of the arbitration.

(b) Notwithstanding the foregoing, the arbitrators shall be empowered only to interpret and apply the terms of this Agreement, and shall not be empowered to revise or amend any provision in this Agreement, or to make a decision based on any such revision or amendment. The arbitral award shall be in writing, state the reasons for the award and relief granted and shall be final and binding on the parties to the arbitration. Any award rendered shall be subject to appeal pursuant to the JAMS optional appeals procedure and, if not so appealed or following affirmance if appealed, may be confirmed, judgment upon any award rendered may be entered, and such award of the judgment thereon may be enforced, in any court of any state or country having jurisdiction over the parties and/or their assets.

(c) You are aware and acknowledge that by entering into this Agreement you are waiving your right to use any Federal, State or Municipal court system to assert or defend your rights under this contract and that any claims will be determined by arbitrators and not by a judge or jury. Arbitration decisions are fully legally enforceable and are subject to very limited appellate review as compared to court orders. The arbitration proceedings, all documents and all testimony, whether written or oral, produced in connection therewith, and the arbitration award shall be confidential unless otherwise required to be disclosed by law or by any administrative body.

(d) Any claims brought by either you or Paper To Trader must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding.

If any part of this dispute resolution section is deemed to be invalid, unenforceable or illegal, then the remainder of this dispute resolution section shall remain in effect. In the event this dispute resolution section is held unenforceable by a court of competent jurisdiction, or in the event JAMS refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action shall be brought exclusively in the courts located in Fort Lauderdale, Florida, and you hereby submit to the jurisdiction of such courts over your person and the subject matter of this Agreement.

Notwithstanding the foregoing, certain laws (such as the European General Data Protection Regulation ("GDPR") and the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA") and other similar laws) provide users with the right to complain to a Data Protection Authority, Privacy Commissioner or other similar government authority regarding violations of those laws. This dispute resolution mechanism does not replace or supplant such rights unless permitted by those laws. 

Termination

You are free to discontinue your use of the Platform at any time in your sole discretion, with or without cause. Similarly, at any time, with or without notice to you, and with or without cause, Paper To Trader may modify or discontinue its Services and the availability and use of the Site, or any other aspect of the Platform, or terminate your password or other Access Method, account, use, and access to the Platform. Paper To Trader shall in no way be held liable for any consequence which results from Paper To Trader’ decision to modify or discontinue providing the Platform or providing you with access thereto. Any such termination, including any termination of this Agreement shall not terminate any obligations of the parties which, by their terms, are intended to survive the termination of this this Agreement, including the indemnification and the dispute resolution sections of this Agreement. If you object to any change to Paper To Trader’ Site or any other aspect of the Platform, or deletion of content therefrom, your sole remedy is to terminate this Agreement and no longer use the Platform.

Email and Other Communications

You agree to receive all legal and business notifications through email delivered to the email address for you which Paper To Trader has on record and acknowledge that all notifications provided to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You are responsible for ensuring that the email address that Paper To Trader has on record is current and accessible. If you do not consent to receive notifications electronically, or if you withdraw your consent, then from that time forward you agree to and shall discontinue using the Platform.

By providing your contact information to us (including, without limitation, your email address, physical address, and phone number, you expressly consent to receive communications from us (“Contact Information”). We may use Contact Information to communicate with you, to send information that you have requested or to send information about other products or services developed or provided by us or our Related Parties, provided that, we will not give your contact information to another party to promote their products or services directly to you without your consent or as set forth in Paper To Trader’ Privacy Policy.

By using the Service, you expressly consent to receive in-product communications from us.

By providing your phone number to us, you expressly consent to receive phone calls and/or text messages from us. We will not give your phone number to another party to promote their products or services directly to you without your consent or as set forth in Paper To Trader’ Privacy Policy.

Any phone calls and/or text messages delivered to your phone or device may cause you to incur extra data, text messaging, or other charges from your wireless carrier. MESSAGE AND DATA RATES MAY APPLY. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from Paper To Trader.

Miscellaneous

All discussions, correspondence, understandings, and agreements heretofore had or made between the parties are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement between the parties concerning the subject matter hereof, and the same is entered into with no party relying upon any statement or representation made by or on behalf of any party not embodied in this Agreement.

This Agreement and the relationship between you and Paper To Trader shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. This Agreement is not assignable, transferable or sub-licensable by you except with the prior written consent of Paper To Trader. Notwithstanding the foregoing, Paper To Trader may freely assign this Agreement, without your consent, to any Related Party or to any other person or entity who acquires substantially all of the assets of Paper To Trader. No waiver by Paper To Trader of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.

The headings of sections and subsections contained in this Agreement are merely for convenience of reference and shall not affect the interpretation of any of the provisions of this Agreement. Whenever the context so requires, the singular shall include the plural and vice versa. All words and phrases shall be construed as masculine, feminine or neuter gender, according to the context. Whenever the term "include," "including," or "included" is used in this Agreement, it shall mean "including without limiting the generality of the foregoing". Whenever possible, each provision of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, then such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances.

The parties represent and warrant to each other that they have read this Agreement in its entirety, that they understand the terms of this Agreement and understand that the terms of this Agreement are legally enforceable, that they have entered into this Agreement freely and voluntarily, that they intend to and shall be legally bound by this Agreement, and that they have full power, right, authority, and competence to enter into and execute this Agreement.