Terms of Use

“You” means the individual accepting these Terms and, where you act for an organization, that organization. If you accept on behalf of an organization, you represent that you are authorized to bind it, and “you” refers to both.

TWC operates a business-to-business matchmaking platform that processes business profiles to surface potential matches, recommendations, insights, and connections among Canadian organizations. The specific features available to you depend on your plan.

By accessing, browsing, registering for, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

These Terms incorporate the Privacy Policy, the TINA disclaimer, and any product-specific or plan terms. If there is a conflict, a separate written agreement signed by an authorized TWC representative prevails, then these Terms, then the other documents, unless a document expressly states otherwise.

You must be at least the age of majority in your jurisdiction and have full legal capacity to enter into these Terms. The Platform is not available to minors.

The Platform is provided solely for business and professional purposes. It is not intended for personal, household, or consumer use, and consumer-protection regimes that apply to consumer transactions do not apply to your use to the extent permitted by law.

You are responsible for ensuring that your use of the Platform complies with all laws, regulations, and professional or industry obligations applicable to you and your organization.

The Platform is not intended or authorized for any high-risk use where an error or unavailability could contribute to death, personal injury, or severe financial, legal, or environmental harm, and you must not use it for any such purpose.

Where the Platform is used by or for an organization, the organization is responsible for the acts and omissions of its representatives, and all such use is subject to these Terms.

You agree to provide accurate, current, and complete information when registering and to keep it up to date. We may refuse, suspend, or reclaim any account or username at our discretion.

You are responsible for safeguarding your credentials and for all activity under your account. You must keep credentials confidential and not share them.

Where you authorize others to access your account, you are responsible for their use and compliance with these Terms, and remain liable for all activity under your account.

We may suspend or restrict access where we reasonably believe an account is compromised, misused, or poses a security or legal risk, with or without notice.

The Platform provides automated, information-only tools to help organizations discover potential partners and opportunities, including profile creation, matching, the Insight Engine, and TINA.

We may add, change, suspend, limit, or discontinue any part of the Platform (including features, usage limits, and token costs) at any time, with or without notice, to the extent permitted by law.

The Platform is provided on a commercially reasonable, best-effort basis. We do not warrant that it will be uninterrupted, available, timely, secure, or error-free, and we make no service-level commitment unless agreed in a separate signed writing.

The Platform may be unavailable during maintenance or due to factors outside our control, including third-party providers and infrastructure.

Connections are generated from data patterns for your consideration only. They do not reflect any judgment, endorsement, or guarantee by TWC about any organization.

TWC does not investigate, verify, vet, endorse, or guarantee any user, organization, profile, statement, capability, or Connection surfaced by the Platform.

You are solely responsible for conducting your own due diligence and for any decision to contact, contract with, or rely on any Connection. Independently confirm identity, suitability, qualifications, licensing, and standing before acting.

The quality, relevance, and usefulness of matches and insights depend on the accuracy and completeness of the information you provide. Incomplete or inaccurate inputs produce less reliable Outputs.

Outputs may be presented with confidence indicators or scores. These are estimates only, generated automatically, and do not guarantee accuracy, suitability, or outcome.

You must not rely on any confidence indicator, ranking, or score as a sole basis for a decision. Apply your own judgment and, where appropriate, qualified professional advice.

Matching, insights, and Output are produced by automated systems and generative technology. TWC does not guarantee human review of any Output, and Output is informational only.

Output supports, but does not replace, your own decisions, and does not produce legal or similarly significant effects about you without human involvement on your side.

TINA is an optional convenience feature that uses generative technology to produce text in response to your prompts. It is not a professional, advisor, agent, or representative of TWC, creates no advisory or fiduciary relationship, and is for business use only. Output may be inaccurate, incomplete, or unsuitable, and you are responsible for verifying it. See the TINA disclaimer for details.

Some automated features rely on third-party providers and models whose availability, performance, security, and changes are outside our control. TWC is not responsible or liable for them.

Automated systems and generative technology may produce errors, omissions, or biased results, may not reflect current facts, and are probabilistic. They are provided “as is” for your consideration.

The Insight Engine processes profile and Platform data to produce summaries, strengths, gaps, and priority suggestions for your consideration.

Insight Engine Output is automated and is not professional, legal, financial, or business advice. It does not account for your specific facts, jurisdiction, or circumstances.

Output may be incomplete, inaccurate, or unsuitable. You are responsible for evaluating it and exercising your own judgment before acting.

You consent to receive service, transactional, and administrative communications electronically. These are part of your use of the Platform and may not be opted out of while you hold an account.

Where the Platform helps you reach or be reached by other organizations, you are responsible for your own communications and for complying with applicable anti-spam, marketing, and privacy laws, including obtaining any required consents.

You are solely responsible for compliance with Canada's Anti-Spam Legislation (CASL) and any other applicable laws in connection with messages you send using or facilitated by the Platform.

You may opt out of marketing communications at any time using the unsubscribe link or by contacting us. Service and transactional messages will continue.

Where you provide a telephone number or opt in to text (SMS) or push notifications, you consent to receive calls, text messages, and push notifications relating to the Platform. Message and data rates may apply, message frequency varies, and you are responsible for any carrier charges. You may opt out of text messages by replying STOP (or as instructed) and may disable push notifications in your device or account settings. You confirm you are authorized to receive communications at any number or device you provide.

We may monitor and analyze use of communication features to operate, secure, and improve the Platform and to enforce these Terms.

As between you and TWC, you retain ownership of your User Content. You are solely responsible for it and for ensuring you hold all rights necessary to submit it.

You grant TWC a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, process, display, and use your User Content as needed to operate, secure, provide, and improve the Platform and Services.

TWC may create and use aggregated or de-identified data derived from your use of the Platform for any lawful purpose, including improving the Services. Such data does not identify you.

(a) Public display, listing and indexing. You acknowledge and agree that your business profile and the User Content you designate as visible are made public within the Platform and may be displayed, listed, ranked, cached, and indexed by TWC and surfaced to other users, to matching and search functionality, and to Ecosystem Organizations, so that the Platform can perform its core matchmaking purpose. You grant TWC the right to do so, and you are responsible for not including information you do not wish to be displayed or indexed.

(b) Promotional use. You grant TWC a non-exclusive, royalty-free right to use your organization's name, logo, and non-confidential profile information to identify you as a user of the Platform and in TWC's marketing, promotional, and investor materials, subject to any reasonable opt-out you communicate in writing.

If you provide feedback or suggestions, you grant TWC a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.

You represent that your User Content does not infringe any right, is not unlawful, and does not contain confidential or personal information you are not authorized to share.

We may remove, disable, or restrict User Content that we reasonably believe violates these Terms or applicable law, with or without notice.

Paid features are offered under the plan and pricing presented at purchase. You authorize us and our payment providers to charge the applicable fees.

Certain features consume tokens, the Platform's non-monetary, in-Platform units. Tokens have no cash value, are non-transferable, and are non-refundable except as required by law.

Fees are charged in advance unless stated otherwise. Payment-card processing is handled by third-party providers, and you are responsible for keeping payment information current.

Subscriptions renew automatically for successive terms at the then-current price unless cancelled before the renewal date. You may cancel renewal in your account settings.

We may change fees and token costs prospectively. Changes apply from your next renewal or as otherwise notified.

You must notify us of any billing error or disputed charge at support@tradewithcanadians.ca within thirty (30) days of the charge. Charges not disputed within that period are deemed accepted, to the extent permitted by law. Initiating a chargeback or payment dispute without first contacting us is a breach of these Terms, and we may suspend access while a dispute is investigated. You remain responsible for all valid charges and for any fees or costs we incur in connection with an invalid chargeback.

Except where required by law or expressly stated, all fees and token purchases are non-refundable, including for partial periods and unused tokens.

We may suspend or terminate access for non-payment. Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on TWC's net income.

You may use the Platform only for lawful business purposes and in accordance with these Terms.

You must not:

• Break the law, infringe rights, or facilitate fraud, deception, or harm.
• Submit content you are not authorized to share, or third-party personal information without authorization.
• Scrape, harvest, reverse-engineer, decompile, or extract data or models from the Platform except as permitted by law.
• Interfere with, overload, disrupt, or attempt to gain unauthorized access to the Platform or its systems.
• Use the Platform to send unlawful, spam, harassing, defamatory, or abusive communications.
• Resell, sublicense, or commercially exploit the Platform except as expressly permitted.
• Use the Platform for any high-risk purpose where an error could contribute to death, injury, or severe harm.

We may investigate suspected violations and may limit, suspend, or terminate access, remove content, and take legal action, at our sole discretion and with or without notice.

The Platform, including all software, models, content, designs, trademarks (including TWC MatchLogic™ and TWC Insight Engine™), and other intellectual property, is owned by TWC or its licensors and is protected by law. No rights are granted except as expressly stated.

Subject to these Terms, TWC grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes.

You must not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works from the Platform, or remove any proprietary notices, except as permitted by law.

These Terms apply from your first use of the Platform and continue until terminated as set out below.

You may stop using the Platform and cancel your account at any time. Cancellation does not entitle you to a refund except as required by law.

We may suspend, restrict, or terminate your access (in whole or in part, with or without notice) for any reason, including suspected breach, legal or security risk, non-payment, or discontinuation of the Platform, at our sole discretion.

On termination, your licence ends and you must stop using the Platform. Sections that by their nature should survive (including those on content licences, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

Ecosystem Organizations use the Platform as business users under these Terms unless a separate signed agreement applies.

No Ecosystem Organization may represent, bind, or act on behalf of TWC, and their participation does not create any partnership, agency, or joint venture with TWC.

Unless TWC has signed a separate written agreement stating otherwise, nothing in these Terms subjects TWC to any procurement, freedom-of-information, access-to-information, data-residency, audit, or public-sector compliance regime beyond what applicable law requires. Each Ecosystem Organization is responsible for its own compliance obligations.

You agree to defend, indemnify, and hold harmless the TWC Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your use of the Platform, your User Content, your communications, your reliance on any Output or Connection, your dealings with other users, or your breach of these Terms or applicable law.

TWC will notify you of any claim, and you will cooperate in the defence. TWC may participate in the defence with its own counsel and may assume control of the defence and settlement of any claim subject to indemnification. You may not settle any claim in a way that imposes obligations on the TWC Parties without their prior written consent.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

Before commencing any proceeding, you agree to first contact us at legal@tradewithcanadians.ca and attempt to resolve the dispute informally in good faith for at least 30 days.

To the maximum extent permitted by law, any dispute not resolved informally will be finally resolved by binding arbitration seated in Toronto, Ontario, conducted in English by a single arbitrator, rather than in court, except where prohibited by applicable law.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction in Ontario to protect its intellectual property or confidential information. Where arbitration does not apply, the courts of Ontario have exclusive jurisdiction, and you consent to that jurisdiction and venue.

We may provide notices through the Platform, by email to your account address, or by other reasonable means. Notices are deemed received when sent or posted.

Legal notices to TWC must be sent to legal@tradewithcanadians.ca, with a copy by mail if requested.

You agree that electronic communications, records, and signatures have the same legal effect as paper and handwritten signatures to the extent permitted by law.

We may update these Terms from time to time. The “Last updated” date reflects the current version. For material changes, we will provide additional notice where required. Your continued use after changes take effect constitutes acceptance.

We may change the Services, features, usage limits, token costs, and pricing as described in these Terms. Pricing changes apply prospectively from your next renewal or as otherwise notified.

These Terms, together with the documents they incorporate, are the entire agreement between you and TWC regarding the Platform and supersede all prior understandings.

If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

No failure or delay by TWC in exercising any right is a waiver, and no single or partial exercise precludes any further exercise.

Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against the drafter. Any summary, overview, or highlighted notice (including the notice at the top of these Terms) is provided for convenience only, and the numbered sections govern.

Except for the TWC Parties (who may enforce the disclaimers, limitations, and indemnities), these Terms create no third-party beneficiary rights.