Terms Of Use

Effective: March 27, 2024

When we talk about “How I Trade,” “we,” “our,” or “us” in this policy, we are referring to How I Trade, a dba of PHELPS Media LLC, the company which provides the Services. When we talk about the “Services” in this policy, we are referring to our online education content, tools, and platform. Our Services are currently available for use via a web browser or applications specific to your desktop or mobile device.

These Terms of Use (the “Subscriber Terms”) describe your rights and responsibilities when using our online education content, tools, and platform (the “Services”). Please read them carefully. If you are a Subscriber (defined below), these Terms of Use govern your access and use of our Services. If you are not a Subscriber, the User Terms of Service (the “User Terms” ) govern your access and use of the Site.

First Things First

These “Subscriber Terms” Form a Part of a Binding “Contract”

These Terms of Use (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Subscriber and us.

Your Agreement On Behalf of “Subscriber”

If you purchase subscription(s), create an organization (i.e., a unique URL where a group of users may access the Services, invite users to that team, or use or allow use of that team after being notified of a change to these Terms of Use, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Subscriber. Please make sure you have the necessary authority to enter into the Contract on behalf of Subscriber before proceeding.

Subscriber Choices and Instructions

Who is “Subscriber”? (Hint: There can be only one)

“Subscriber” is the organization that you represent in agreeing to the Contract. If your team is being set up by someone who is not formally affiliated with an organization, Subscriber is the individual creating the team. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven't formed a company yet, you are the Subscriber.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organization is Subscriber, and Subscriber can modify and re-assign roles on your team (including your role) and otherwise exercise its rights under the Contract. If Subscriber elects to replace you as the representative with ultimate authority for the team, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Subscriber to facilitate the transfer of authority to a new representative of Subscriber.

What This Means for Subscriber—and for Us

Individuals authorized by Subscriber to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Subscriber Data”), and Subscriber may exclusively provide us with instructions on what to do with it. For example, Subscriber may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, share channels, or consolidate teams or channels with other teams or channels.

Subscriber will (a) inform Authorized Users of all Subscriber policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Subscriber Data; and (b) obtain all rights, permissions or consents from Authorized Users and other Subscriber personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Subscriber Data and the operation of the Services.

Ordering Subscriptions

A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Subscriber and us (each, an “Order Form”). Each Authorized User must agree to the User Terms of Service to activate their subscription. Subscriptions commence when we make them available to Subscriber and continue for the term specified in the Services “check-out” interface or in the Order Form, or until cancelled by Subscriber, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, Subscriber may downgrade or upgrade their subscription. Unless the Order Form says otherwise, Subscriber may purchase a subscription at the price stated in the Order Form. Subscription fees may be pro-rated at the time of purchase.

Purchasing Decisions

We may share information about our future content plans because we like transparency. Our public statements about those content plans are an expression of intent, but do not rely on them when deciding to become or remain a Subscriber. If Subscriber decides to buy our Services, that decision should be based on the content or features available at that time and not on the expected delivery of any future content or features.

Choosing to be an Early Access Tester

Occasionally, we look for early access testers to help us test new content or features. This content or features will be identified as “early-access” or “pre-release,” or words or phrases with similar meanings (each, an “Early Access Product”). Early Access Products are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Subscriber encounter any faults with our Early Access Products, we would love to hear about them; our primary reason for running any early access programs is to discover and address any issues before making new content or features widely available.

Feedback is Welcome

The more suggestions our Subscribers make, the better the quality of the education becomes. If Subscriber sends us any feedback or suggestions regarding the Services, we may use it, so Subscriber grants us (for itself and all of its Authorized Users and other Subscriber personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Subscriber, any Authorized User or other Subscriber personnel. If we choose not to implement a suggestion, please don’t take it personally. We appreciate it nonetheless.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Subscriber and Authorized Users

Use of the Services

Subscriber must comply with the Terms of Use. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Subscriber Data or Comments, or the way Subscriber chooses to use the Services. The Services are not intended for and should not be used by anyone under the age of 13. Subscriber must be over 13 years old. Subscriber is solely responsible for providing high speed internet service for itself to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Terms of Use that can simply be remedied by Subscriber’s removal of certain Subscriber Data, we will, in most cases, ask Subscriber to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Subscriber does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Payment Obligations

Payment Terms

For Subscribers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Subscriber downgrades any subscriptions from a paid plan to a free plan, Subscriber will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice Subscriber by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Subscriber will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

Credits

Any credits that may accrue to Subscriber’s account, will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued on a free subscription plan will expire if the plan is not upgraded to a paid plan within ninety (90) days of accrual.

Downgrade for Non-Payment

If any fees owed to us by Subscriber (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Subscriber ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Subscriber acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Subscriber Data, as illustrated by comparing the plans in the Pricing Guide.

Our Responsibilities

Providing the Services

Subscriber isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Subscriber and its Authorized Users as described in the Terms of Use; and (b) not use or process Subscriber Data for any purpose without Subscriber’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for compliance with the Terms of Use.

For any breach of a warranty in this section, Subscriber’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Subscriber with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

Protecting Subscriber Data

The protection of Subscriber Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level we deem to be appropriate. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Subscriber Data by our personnel. Before sharing Subscriber Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Subscriber Data and preventing unauthorized access. Subscriber (not us) bears sole responsibility for adequate security, protection and backup of Subscriber Data when in Subscriber’s or its representatives’ or agents’ possession or control or when Subscriber chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Services. We are not responsible for what Subscriber’s Authorized Users do with Subscriber Data. That is Subscriber’s responsibility.

The How I Trade Extended Family

We may leverage our employees, those of our corporate affiliates, and third party contractors (the “How I Trade Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the How I Trade Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours...

As between us on the one hand, and Subscriber and any Authorized Users on the other, Subscriber will own all Subscriber Data. Subject to the terms and conditions of the Terms of Use, Subscriber (for itself and all of its Authorized Users) grants us and the How I Trade Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Subscriber Data, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Subscriber. Subscriber represents and warrants that it has secured all rights in and to Subscriber Data from its Authorized Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Subscriber a non-sublicensable, non-transferable, non-exclusive, limited license for Subscriber and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Terms of Use. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

As further described below, both a free and a paid subscription continues until terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter. The per-unit pricing during any automatic renewal term may change from the price it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Subscriber may terminate in accordance with the Terms of Use on notice to the other party if the other party materially breaches the Terms of Use and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Subscriber is responsible for its Authorized Users, including for any breaches of this Terms of Use caused by its Authorized Users. We may terminate immediately on notice to Subscriber if we reasonably believe that the Services are being used by Subscriber or its Authorized Users in violation of applicable law.

Termination Without Cause

Subscriber may terminate its free subscriptions immediately without cause. We may also terminate Subscriber’s free subscriptions without cause, but we will provide Subscriber with five (5) days prior written notice.

Effect of Termination

Upon any termination for cause by Subscriber, we will refund Subscriber any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Subscriber will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Subscriber of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Subscriber Data. During the term of a team’s subscriptions, Subscriber will be permitted to export or share certain Subscriber Data from the Services; provided, however, that because we have different products with varying features and Subscriber has different retention options, Subscriber acknowledges and agrees that the ability to export or share Subscriber Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a Subscribers subscription, we will have no obligation to maintain or provide any Subscriber Data and may thereafter, unless legally prohibited, delete all Subscriber Data in our systems or otherwise in our possession or under our control.

Representations; Disclaimer of Warranties

Subscriber represents and warrants that it has validly entered into the Contract and has the legal power to do so. Subscriber further represents and warrants that it is responsible for its conduct and the conduct of its Authorized Users and their compliance with the terms of this Terms of Use. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

IN NO EVENT WILL EITHER SUBSCRIBER’S OR THE HOW I TRADE EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS OF USE (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER SUBSCRIBER OR ANY MEMBER OF THE HOW I TRADE EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN TERMS OF USE, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Subscriber is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Subscriber, Authorized Users, or anyone else, if such information is not kept confidential by Subscriber or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Terms of Use and the pricing for the Services.

Our Indemnification of Subscriber

We will defend Subscriber from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Terms of Use infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Subscriber”), and will indemnify Subscriber for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Subscriber in connection with or as a result of, and for amounts paid by Subscriber under a settlement we approve of in connection with, a Claim Against Subscriber; provided, however, that we will have no liability if a Claim Against Subscriber arises from (a) Subscriber Data; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Subscriber must provide us with prompt written notice of any Claim Against Subscriber and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Subscriber’s exclusive remedy against us and the How I Trade Extended Family for, any Claim Against Subscriber.

Subscriber’s Indemnification of Us

Subscriber will defend How I Trade and the members of the How I Trade Extended Family (collectively, the “How I Trade Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Subscriber’s or any of its Authorized Users’ violation of the Terms of Use (a “Claim Against Us”), and will indemnify the How I Trade Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a How I Trade Indemnified Party in connection with or as a result of, and for amounts paid by a How I Trade Indemnified Party under a settlement Subscriber approves of in connection with, a Claim Against Us. We must provide Subscriber with prompt written notice of any Claim Against Us and allow Subscriber the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Subscriber’s defense and settlement of such matter. This section states your sole liability with respect to, and the How I Trade Indemnified Parties’ exclusive remedy against Subscriber for, any Claim Against Us.

Limitations On Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Terms of Use, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Subscriber includes Subscriber Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Terms of Use; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Terms of Use. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Terms of Use.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Subscriber Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Our Removal Rights,” “Payment Terms,” “Credits,” “The How I Trade Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Subscriber,” “Subscriber’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Terms of Use.

General Provisions

Publicity

Subscriber grants us the right to use Subscriber’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential Subscribers, subject to Subscriber’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list Subscribers who don’t want to be listed, so Subscriber may send us an email to team@howitrade.me stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Subscriber will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Terms Of Use does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Terms Of Use.

Email Messages

Except as otherwise set forth herein, all notices under the Terms Of Use will be by email. Notices to How I Trade will be sent to service@howitrade.me. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Subscriber Terms and the other components of the Terms Of Use (except any Order Forms). If we make a material change to the Terms Of Use, we will provide Subscriber with reasonable notice prior to the change taking effect, either by emailing the email address associated with Subscriber’s account or by messaging Subscriber through the Services. Subscriber can review the most current version of the Subscriber Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Terms Of Use. The materially revised Terms Of Use will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Subscriber (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Subscriber’s acceptance of any revised terms and conditions. Waiver

No failure or delay by either party in exercising any right under the Terms Of Use will constitute a waiver of that right. No waiver under the Terms Of Use will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Terms Of Use will be enforced to the fullest extent permitted under applicable law. If any provision of the Terms Of Use is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms Of Use will remain in effect.

Assignment

Except with respect to the How I Trade Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Terms Of Use in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subscriber will keep its billing and contact information current at all times by notifying How I Trade of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Terms Of Use upon written notice to the assigning party. In the event of such a termination by Subscriber, we will refund Subscriber any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Terms Of Use will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law

The Terms Of Use, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Texas, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Venue; Waiver of Jury Trial; Fees

The state and federal courts located in Fulton County, Georgia will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms Of Use or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms Of Use. In any action or proceeding to enforce rights under the Terms Of Use, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Terms Of Use, including these Subscriber Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Terms Of Use supersedes the terms of any online agreement electronically accepted by Subscriber or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms Of Use and any other documents or pages referenced in these Terms Of Use, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Terms Of Use, and (3) finally any other documents or pages referenced in the Terms Of Use. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Subscriber purchase order, vendor onboarding process or web portal, or any other Subscriber order documentation (excluding Order Forms) will be incorporated into or form any part of the Terms Of Use, and all such terms or conditions will be null and void.

Jurisdiction Specific Terms

EU/EEA and Switzerland Data Processing.

To the extent that How I Trade processes any Personal Data as part of Subscriber Data that is subject to the General Data Protection Regulation (the “GDPR”), on Subscriber’s behalf, in the provision of the services hereunder, the terms of the How I Trade Data Processing Agreement, which are hereby incorporated by reference, shall apply. For Subscribers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with How I Trade, Inc., which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that How I Trade acts as the data processor of Subscriber Data and you are the data controller of Subscriber Data under applicable data protection regulations in the European Union and European Economic Area.

Contacting How I Trade

Please also feel free to contact us if you have any questions about How I Trade's Terms Of Use. You may contact us at service@howitrade.me or at our mailing address below:

How I Trade
575 Pharr Road
Box 52403
Atlanta, GA 30355