These Terms of Service (“Terms”) govern your access and use of:

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• All websites of Paradex, including https://www.paradex.trade (including subdomains), as well as all related mobile applications and APIs provided by Paradex (collectively, the “Interfaces”).
• All products, features and functionalities available through the Interfaces, whether developed by Paradex or a third party (collectively and with the Interfaces, the “Services”). 

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You must read the Terms carefully as they constitute a legally binding agreement between you and Paradex. By accessing or using any of the Services, you signify that you have read, understood and agree to be bound by the Terms in their entirety. If you do not agree to the Terms, you should not access or use the Services. Paradex reserves the right to modify the Terms from time to time. Unless otherwise stated, all modifications are effective at the time of posting. By continuing to access and use the Services, you are deemed to have agreed to the modified Terms. If you do not agree with the modified Terms, you must immediately stop accessing and using the Services. 

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In these Terms, references to “you” mean you personally (where an individual accesses or uses the Services) and any legal entity and its affiliates that you act for (where the Services are accessed or used for or on behalf of a legal entity). References to “Paradex” means Paradigm Connect Asia Pte. Ltd. and its affiliates.

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‍PARADEX DOES NOT PROVIDE THE SERVICES TO, AND NO PART OF THE SERVICES MAY BE ACCESSED OR USED BY, ANY PERSON OR ENTITY THAT IS:

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• A “US PERSON” (AS DEFINED UNDER US COMMODITY FUTURES AND SECURITIES LAWS) - IN THE CASE OF AN INDIVIDUAL, THIS MEANS A PERSON WHO IS A RESIDENT OF THE UNITED STATES.  IN THE CASE OF A LEGAL ENTITY, THIS INCLUDES AN ENTITY ORGANIZED OR ESTABLISHED UNDER THE LAWS OF A STATE OR OTHER JURISDICTION IN THE UNITED STATES OR WHICH HAS ITS “PRINCIPAL PLACE OF BUSINESS” IN THE UNITED STATES

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• ‍A “CANADIAN PERSON” (AS DEFINED UNDER CANADIAN SECURITIES LAWS)

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• A “SINGAPORE PERSON” (AS DEFINED UNDER SINGAPORE SECURITIES LAWS)

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• THE SUBJECT OF ECONOMIC SANCTIONS OR OTHER TRADE OR EXPORT RESTRICTIONS IMPOSED OR ADMINISTERED BY THE UNITED STATES, THE EUROPEAN UNION OR ANY OF ITS MEMBER STATES, THE UNITED KINGDOM OR SINGAPORE

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• A CITIZEN, RESIDENT, ORGANIZED OR HAS A BRANCH IN A JURISDICTION OR TERRITORY THAT IS THE SUBJECT OF COMPREHENSIVE COUNTRY-WIDE, TERRITORY-WIDE, OR REGIONAL ECONOMIC SANCTIONS BY THE UNITED STATES, THE EUROPEAN UNION OR ANY OF ITS MEMBER STATES, THE UNITED KINGDOM OR SINGAPORE (INCLUDING AS LISTED ON PARADEX’S WEBSITE AT: (https://www.paradex.trade/restricted-persons)

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(COLLECTIVELY, “RESTRICTED PERSONS”)

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PARADEX DOES NOT MAKE EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO ACCESS OR USE ANY OF THE SERVICES. THE USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT ANY APPLICABLE ACCESS RESTRICTIONS IS PROHIBITED.

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1. SERVICES 

1. The Services are provided on an “as-is” and “as-available” basis without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose, operation and any particular application or use. 
2. You acknowledge and agree that Paradex may, in its sole discretion, apply changes, replace or discontinue (temporarily or permanently) any part of the Services at any time. 
3. Paradex reserves the right to disable or modify access to the Services at any time in the event of a breach of the Terms, including, if Paradex reasonably believes any of your representations and warranties may be untrue, misleading or inaccurate, and Paradex will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason. 

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2. USE OF THE SERVICES
   1. You represent, warrant and covenant that:

• You are not a Restricted Person and you are not using a VPN to circumvent or attempt to circumvent any access restrictions that apply to the Services. 
• You have the legal power, authority and capacity, in the jurisdiction that you reside in, to enter into a legally binding agreement with Paradex on the Terms and to access and use the Services. 

2.  Sole Responsibility

• Tax. You are responsible for all tax consequences arising out of your access and use of the Services. In particular, you are responsible for determining, reporting and paying the taxes that apply to the transactions that you undertake using the Services. 
• Non-Custodial Services and Wallets. The Services are purely non-custodial. Paradex never takes custody, possession or control of your digital assets at any time. You are solely responsible for the custody and security of the cryptographic private keys to your public Ethereum address, passwords, API keys, private keys associated with your StarkNet service account (STARK keys) and other related credentials. 
• Transactions. In relation to transactions that you may undertake using the Services, Paradex is not responsible and takes no liability for:some text
  • Any transactions you undertake using the Services, including the submission of instructions and orders. In particular, you are solely responsible for ensuring that all instructions and orders are correct. Paradex cannot and will not take any action to resolve erroneous transactions that result from your errors.
  • Any interactions that you have with other users of the Services. 
  • The delivery, quality, safety, legality or any other aspect of any digital assets that you may transfer to or receive from a third party.
• No Investment Advice or Recommendation. All information provided via the Services and any blog posts, articles, linked third-party content, discord content, social media posts, tutorials, news feeds made available by Paradex is for informational purposes only and should not be construed as legal, tax, financial, investment or other advice. Nothing contained in the Services or constitutes a solicitation, recommendation, endorsement or offer by Paradex to buy or sell digital assets or other forms of financial instruments. Paradex does not act as a broker, dealer or any form of intermediary for any transactions you undertake using the Services.
• Independent Advice. You should seek independent professional advice before making any decision involving the Services. 

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3. PROHIBITED ACTIVITIES

You represent, warrant and covenant that your access and use of the Services complies with all applicable laws and does not contribute or facilitate any improper or illegal activity. In particular, you will not engage in or attempt to engage in, whether by yourself or through or with a third party, the following activities when accessing or using the Services:

• Defraud Paradex or any other party, including by providing any false, inaccurate or misleading information to unlawfully obtain another party’s property.
• Take any action that could interfere with or compromise the integrity, security or proper functioning or delivery of the Services, including the deployment of any virus, malware, denial of service attack or any other potentially harmful application or device.
• Buy, sell or transfer stolen or illegally or fraudulently obtained digital assets.
• Access or use the Services to transact in digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.
• Any action or conduct that is harmful, threatening, abusive, harassing, tortious, libelous, sexually explicit, excessively violent, defamatory, vulgar, obscene, pornographic, indecent, lewd, harassing, stalking, offensive, abusive, inflammatory, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable activities, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others.
• Imply any affiliation with Paradex or impersonate Paradex or another user of the Services, or otherwise misrepresent yourself.
• Violate applicable laws relating to market integrity or market manipulation, including laws relating to frontrunning, spoofing, fraudulent trading, accommodation trading, fictitious transactions, prearranged or non-competitive transactions, cornering or attempted cornering of the market, violations of bids or offers, manipulation, pumping and dumping, wash trading, entering orders to transmit value to one party to the transaction but without a net change in either party’s open interests and rug pulls.
• Access or use the Services for or on behalf of, or export, re-export or provide the Services to any party (natural or legal) or territory that is the subject of economic sanctions or other trade or export restrictions imposed or administered by the US government, including the US Department of the Treasury and the US Department of Commerce, the European Union and any of its member states, the United Kingdom or the Republic of Singapore. 

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4. INTELLECTUAL PROPERTY RIGHTS
   1. Certain parts of the Services use, incorporate or link to open-source libraries. Your usage of those libraries is subject to, and you agree to comply with, all open-source licenses applicable to those open-source libraries (“Open Source Licenses”). You agree not to (i) resell, lease, lend, share, distribute, or otherwise permit any third party to use Services through you; or (ii) use Services for time-sharing or service bureau purposes or otherwise in a manner that violates the Open-Source Licenses.
   2. Paradex owns all intellectual property and other proprietary rights in and to the Services, including all rights in and to the technology, software, underlying ideas, algorithms, interfaces, content (including text and images), designs, "look and feel" and other materials embodied, used, displayed or provided therein or in connection with Services (collectively the “Paradex IP”), other than the open source libraries and third-party software and intellectual property incorporated in or provided together with the Services. Paradex grants you a personal, limited, royalty-free, non-exclusive, revocable, non-transferable and non-sublicenseable right to access and use those portions of the Services that are owned by Paradex and not part of the Open-Source Licenses in accordance with the Terms for so long as you are a user of Paradex.
   3. You agree not to copy, imitate, create derivative works of, or reverse engineer, decompile, disassemble or otherwise attempt to discern the technology, software, underlying ideas, algorithms, interfaces, content (including text and images), designs, "look and feel" and other materials embodied, used, displayed or provided therein or in connection with the Services. You further agree not to engage in data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Services.
   4. All trademarks, servicemarks, logos, product or service names, and other marks of Paradex (“Marks”) used or displayed as a part of the Services, including Paradex's name and logo, are owned by Paradex or its licensors. You may not copy, imitate, use or create derivative works from any Mark without the prior written consent of Paradex or the applicable licensors. Except as expressly set forth in these Terms, no right to the Marks is granted by these Terms. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.
   5. You may, at your option, provide suggestions, enhancement requests, recommendations or feedback regarding the Services or other matters (“Feedback”). All Feedback will be owned by Paradex, and is not confidential or exclusive to you. Paradex has the right to use and incorporate any or all Feedback in the Services without compensation or attribution to you. Paradex is not obliged to identify you as the source of Feedback.

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5. INDEMNITY

To the maximum extent permitted under applicable law, you hereby irrevocably and unconditionally agree to indemnify and hold harmless Paradex and its affiliates and its representatives, and its and their service providers (including StarkWare Industries Ltd.), and their respective successors and permitted assigns (all of the foregoing persons and entities collectively, the “Paradex Indemnified Parties”) from and against any losses, penalties, fines, costs, damages (including, without limitation, damages for loss of fiat, digital assets, data, information, profits, revenue, opportunities or use), liabilities, amounts paid in settlements, any reasonable out-of-pocket costs, expenses, and attorneys’ fees and penalties and interest incurred by any Paradex Indemnified Party arising out of or related to:

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• Your access to or use of, or your acts or omissions relating to the Services and/or the Protocols (as defined below), including without limitation any of the foregoing that may arise out of or relate to  cyber-attacks, electronic or technological failures, operational security failures, registration errors or for any other reason.
• ‍Your breach of or failure to comply with the Terms, including any breach of your representations, warranties or covenants under the Terms.
• Your violation of or non-compliance with applicable law relating to Services, the Protocols or the Terms.

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6. WAIVER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY
   1. IN NO EVENT SHALL PARADEX OR ANY OTHER PARADEX INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED IN ANY WAY TO THE SERVICES OR PROTOCOLS (INCLUDING YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SERVICES OR PROTOCOLS), OR ARISING OUT OF THESE TERMS, INCLUDING BREACH OF WARRANTY, BREACH OF FIDUCIARY DUTY OR CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF YOU OR PARADEX ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, INCLUDING COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, TRADING LOSSES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, OR FOR ANY OTHER REASON WHATSOEVER.
   2.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARADEX’S TOTAL AND AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE FEES PAID BY YOU TO PARADEX IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. NO OTHER PARADEX INDEMNIFIED PARTY SHALL HAVE ANY SEPARATE OR ADDITIONAL LIABILITY TO YOU.

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7. NO FIDUCIARY DUTIES

To the fullest extent permitted by law, Paradex disclaims any and all fiduciary and similar duties, as well as any and all implied and other duties and obligations. The only duties and obligations owed to you by Paradex are those set out expressly in the Terms. 

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8. DISCLAIMERS; RISK DISCLOSURES

This section contains a selection of certain risks that Paradex has identified as potentially relevant for you to consider evaluating any access or usage of the Services. The risks identified in this section are not exhaustive, and Paradex does not assume any duty (whether now or in the future) to alert you to all potential risks. By accessing and using the Services, you acknowledge and accept that Paradex has no responsibility or liability for any losses resulting from these risks, and you waive all claims against Paradex with respect thereof:

• Availability of Services. The Services may be inaccessible or inoperable for any reason, including: (a) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs that Paradex or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Paradex’s control or that Paradex could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason. 
• Lost or Damaged Data. Your data on the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes. You agree that, to the maximum extent permitted by applicable law, Paradex will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of Paradex’s control.
• Not Registered. Paradex is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Services or the Protocols.
• Protocols are separate from Paradex. Paradex is a developer of software. All transactions between users of Paradex are executed, settled, and cleared on self-executing smart contracts (the “Protocols”) that are deployed on the StarkNet Appchain. All transactions between users of the Protocols are settled and cleared peer-to-peer directly between the users’ Ethereum addresses via the Protocols. Paradex is not involved in or responsible for operating, running or the functioning of the Protocols or any interactions between users and the Protocols. Paradex is not obligated to provide, operate, support, maintain or develop the Protocols, and you do not have any claim against Paradex for any of the foregoing (or the failure to do any of the foregoing).
• Technologically-Advanced Solution. Paradex, the Services and the Protocols (collectively, the “Tech Solutions”) are technologically-advanced software solutions that are intended to minimize certain issues (such as congestion and gas fees) associated with Layer-1 Ethereum, including through usage of a Layer-2 scaling solution. Use of any technologically-advanced solution, including the Tech Solutions, has inherent benefits and risks, which you must acknowledge and accept to use the Tech Solutions, including the risk of potential failure of one or more aspects of the Tech Solutions, potential inability of certain aspects of the Tech Solutions to be fully interoperable and potential failure of one or more technology providers of or to the Tech Solutions (such as by not fully maintaining their aspects of the Tech Solutions). You acknowledge that the Tech Solutions are subject to flaws and that you are solely responsible for evaluating any information or code provided as part of the Services. You represent that you have the technical knowledge and expertise to properly evaluate whether to utilize the Tech Solutions.
• The Starknet Appchain. The Protocols are deployed on the Starknet Appchain, which is a dedicated Appchain on a single node hosted by StarkWare. StarkWare has taken measures designed to ensure the continuity of operation of the Starknet Appchain, but there can be no guarantee that the Starknet Appchain will be fully operational at all times. Failure of the Starknet Appchain might lead to inability, or delays in your ability, to transact with the Protocols via the Services. More broadly, the Starknet Appchain remains under development, which creates technological, trading and other risks when accessing, using or receiving parts of the Services that rely upon Protocols deployed into the Starknet Appchain. These risks include, among others, delays in trades, withdrawals and deposits resulting from the servers of Paradex or StarkWare being offline, an incorrect display of information on the Interfaces in the case of server errors or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your instructions or orders utilizing the Services, which may result in, among other things, failing to fulfill instructions or orders at your desired price or at all.
• General Digital Asset Risks. Digital assets, cryptographic systems, blockchain-based networks and systems that interact with blockchain-based networks are susceptible to technological and security risks. Paradex does not own, control or operate any of the underlying software through which blockchain networks are formed. There is no guarantee of the functionality, security, or availability of that software and networks, and there can be sudden changes in blockchain-based networks, such as forks.
• Loss of Keys. You alone are responsible for securing your private keys. Paradex does not have access to your private keys.
• Change in Law. Digital assets and the provision of products and services related thereto, including the Services, are subject to evolving laws and regulations, as well as changes in interpretations of existing laws and regulations. 
• Information. Notwithstanding Paradex’s efforts, information available as part of the Services may not be accurate, timely or complete, and may include technical inaccuracies or typographical errors. Information is subject to change or update from time to time without notice, including information regarding Paradex’s policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Interfaces or otherwise as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Interfaces or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
• Trades are Final. All transactions undertaken through the Services are irreversible and final, and there are no refunds. You accept all consequences of accessing and using the Services, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything to the contrary in these Terms, Paradex has no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing digital asset transactions.
• Financial Risks. Use of the Services carries financial risks, including the risk of loss. Digital assets are, by their nature, highly experimental, risky and volatile. The risk of loss in trading digital assets, especially entering into perpetual contracts, can be substantial. Use of leverage can magnify any such losses. Paradex is not and will not provide any advice to you with respect to trading digital assets. Further in the event of an insufficiency of the Paradex Insurance Fund (if and when available), you may suffer additional losses, as described in more detail in Paradex’s documentation. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By accessing and using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any digital asset.

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9. GOVERNING LAW; DISPUTE RESOLUTION
   1. The interpretation and enforcement of the Terms, and any dispute related to the Terms or the Services, will be governed by the laws of Singapore. 
   2. For any dispute that you have against Paradex or relating in any way to the Services, you agree to first contact Paradex and attempt to resolve the claim informally by sending written notice of your claim to legal@paradex.trade. Your written notice must include your name, residential address, email address, telephone number, a description of the nature and basis of the claim, and the relief you are seeking. If we fail to resolve the claim within 60 days from the date of receipt of your notice, either party may refer the dispute for binding resolution by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. 
   3. Nothing in the Terms precludes you or Paradex from seeking injunctive or other equitable relief in court for infringement or other alleged misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
   4. Any arbitral proceeding relating to a dispute must be filed within one (1) year after the underlying act, omission, event, circumstance or claim first arises; otherwise, the claim is permanently barred.
10. MISCELLANEOUS
    1. Privacy. Please refer to Paradex’s Privacy Policy for information about how Paradex collects and uses your personal data. The Privacy Policy forms a part of the Terms. 
    2. Rewards. Paradex may from time to time provide you certain incentives, prizes or rewards (collectively, “rewards”) for completing certain activities. Unless otherwise specified by Paradex in writing, your accumulation of rewards has no cash value. You may be subject to additional terms and conditions applicable to the claiming of rewards. All determinations made by Paradex in relation to any rewards program are final, and Paradex reserves the right to change (including the frequency and criteria for earning rewards) or discontinue any rewards program at any time without prior notice to you.
    3. Methods of Communication. You consent to the delivery of all communication under the Terms applicable law via the Interfaces or other electronic means, subject to compliance with any applicable law. All communications so delivered will be deemed to be “in writing.” If a signature or acknowledgment is required or requested with respect to any such communication and you “click” in the appropriate space, or take such other action as may be indicated in the communication or otherwise continue to access or use the Services thereafter, you will be deemed to have acknowledged and accepted the contents of the communication to the same extent and with the same effect as if you had manually signed communication. You may contact Paradex at notices@paradex.trade. 
    4. Waiver. The failure or delay of Paradex in exercising any right, power, or privilege under the Terms will not operate as a waiver thereof. No waiver of any provision of the Terms will be effective unless made in writing. No waiver of any single breach or multiple breaches of any provision of the Terms shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach.
    5. Entire Agreement. The Terms, together with the Privacy Policy, constitutes the entire agreement between you and Paradex, and supersedes all prior and contemporaneous oral or written agreements or understandings of the parties with respect to the Services. 
    6. No Assignment. You may not assign or transfer any right to use the Services, or any of your rights or obligations under the Terms, without Paradex’s express prior written consent, including by operation of law or in connection with any change of control. Paradex may assign or transfer any or all of our rights or obligations under the Terms, in whole or in part, with or without notice or obtaining your consent or approval.
    7. Third Party Rights. Nothing in these Terms is intended to or shall confer upon any other Person any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore; provided, that Paradex Indemnified Parties shall be beneficiaries of, and entitled to enforce directly, the indemnity provisions herein.
    8. Severability. If any provision of the Terms is determined to be invalid or unenforceable under applicable law, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest possibility under applicable law and the validity and enforceability of the other provisions of the Terms shall not be affected. ‍
    9. Force Majeure. Paradex has no responsibility or liability for any failure or delay in performance of any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

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