Terms of Use

1.1 Parties

These Terms of Use ("Terms") form a legally binding agreement between Trade With Canadians Ltd., a federally incorporated Canadian corporation with extra-provincial registration in Ontario ("TWC", "we", "us", "our"), and any person or entity that accesses or uses the Platform or Services ("User", "you", "your").

1.2 Platform and Services

These Terms apply to your access to and use of:

• The websites operated by TWC, including tradewithcanadians.com, tradewithcanadians.ca, and any related domains or subdomains;
• Any web, mobile, tablet or other software applications operated by TWC (collectively, the "Platform"); and
• All content, tools, AI-powered features, business matching, analytics, and other services provided through the Platform (collectively, the "Services").

1.3 Acceptance

By accessing or using any part of the Platform or Services, creating an account, or clicking "I Agree" (or similar), you:

• Acknowledge that you have read and understand these Terms;
• Agree to be legally bound by these Terms; and
• Represent and warrant that you have the authority to bind yourself and, where applicable, the organization you represent.

If you do not agree with these Terms, you must not access or use the Platform or Services.

1.4 Related Documents

These Terms must be read together with:

• Our Privacy Policy; and
• Any other policies, guidelines, notices, or terms posted on the Platform from time to time (collectively, the "Policies").

If there is a conflict between these Terms and any Policy, these Terms prevail, unless the Policy expressly states otherwise.

2.1 Minimum Age and Capacity

You must be at least 18 years old and have legal capacity to enter into a binding contract. If you use the Platform on behalf of an organization, you represent and warrant that you are duly authorized to bind that organization to these Terms.

2.2 Business Use

The Platform is intended primarily for use by:

• Businesses, corporations, partnerships and sole proprietors;
• Chambers of commerce, boards of trade and business associations;
• Municipalities and other public bodies;
• Economic development organizations;
• Not-for-profit agencies; and
• Professionals acting in a commercial or organizational capacity,

(collectively, "Business Users").

2.3 Responsibility for Compliance

You are solely responsible for ensuring that your access to and use of the Platform complies with all laws applicable to you in the provinces, territories, states or countries where you operate.

4.1 Account Creation

To access certain Services, you must create an Account and provide accurate, current and complete information. You agree to keep your Account details up to date.

4.2 Credentials

You are responsible for:

• Keeping your login credentials confidential;
• Restricting access to your Account; and
• All activities that occur under your Account, whether or not authorized by you.

4.3 Security Incidents

You must immediately notify us at support@tradewithcanadians.ca if you become aware of or suspect:

• Any unauthorized access to your Account;
• Any compromise of your credentials; or
• Any other security incident in connection with the Platform.

4.4 Team Members and Sub-Accounts

If you create sub-accounts or authorize team members or delegates:

• You remain fully responsible for their acts and omissions; and
• Any breach of these Terms by such persons will be deemed a breach by you.

4.5 Our Right to Suspend for Security

We may suspend or restrict your access to the Platform at any time, with or without notice, where we reasonably believe such action is necessary to protect the security, integrity or proper functioning of the Platform or other Users.

5.1 Scope

Without limitation, the Services may include:

• Business profile creation and management;
• AI-driven business matching and recommendations;
• Analytics, scoring and strategic partnership insights;
• Business search and discovery tools;
• Messaging, communication, and networking functionality;
• Ecosystem dashboards, reports and economic insights;
• Access to Beta Services and experimental features.

5.2 No Outcome Guarantee

You acknowledge and agree that:

• The Services are informational and facilitative in nature;
• TWC does not guarantee any business outcome, transaction, revenue, funding, or partnership;
• TWC does not guarantee that any match, introduction or insight will be suitable or successful.

5.3 Service Modifications

We may add, remove, modify, or discontinue any Service, feature, or functionality at any time, in our sole discretion. Where required by law or a separate written agreement, we will provide appropriate notice.

6.1 Subscription Plans

Access to certain Services may require you to purchase a paid subscription ("Subscription"). The applicable Subscription tiers, usage limits, and Fees are described on the Platform or in an applicable order form or statement of work (each, an "Order").

6.2 Fees and Taxes

You agree to pay all Fees associated with your Subscription and use of the Services, together with any applicable sales, use, value-added, goods and services (GST/HST), provincial sales (PST/QST), or other taxes, duties or levies imposed by any governmental authority (excluding TWC's income taxes).

6.3 Payment Processing

We use third-party payment processors (such as Stripe) to process payments. By providing your payment information:

• You authorize TWC and our payment processors to charge your chosen payment method for all Fees when due; and
• You agree to be bound by the payment processor's terms and privacy policy.

6.4 Billing and Auto-Renewal

Unless otherwise stated in an Order or specific offer:

• Subscriptions automatically renew at the end of each billing period for successive periods of the same length; and
• The then-current Fees will apply upon renewal.

You may disable auto-renewal or cancel your Subscription in accordance with Section 8 (Termination).

6.5 No Refunds

Unless expressly stated otherwise in these Terms, an Order, or required by law:

• All Fees are non-refundable; and
• No refunds or credits will be provided for partial periods, downgrades, or unused Services.

6.6 Non-Payment

If any Fees are not paid when due:

• We may suspend or terminate your access to the Platform or Services; and
• You remain responsible for all unpaid amounts and any applicable collection costs.

7.1 Ownership of User Content

As between you and TWC, you retain all rights, title and interest in and to your User Content.

7.2 Licence to TWC

By uploading, submitting, or otherwise making User Content available on or through the Platform, you grant TWC a worldwide, non-exclusive, royalty-free, transferable, and sublicensable licence to use such User Content as reasonably necessary to:

• Operate, provide, host, store, reproduce, modify, transmit, display and distribute the User Content in connection with the Services;
• Provide AI-powered analysis, matching, insights and recommendations (including to you and, where applicable, to other Users where your profile is meant to be discoverable);
• Train, improve, and validate models, algorithms and features in de-identified or aggregated form;
• Enforce these Terms and exercise our legal rights; and
• Comply with applicable laws and regulatory requirements.

7.3 Marketing and Public Use

We will not use your identifiable User Content (such as your specific business profile) in public marketing materials without your consent, but we may use your name and logo as part of a general customer list, unless you ask us in writing not to.

7.4 Responsibility for User Content

You are solely responsible for:

• The accuracy, quality and legality of your User Content;
• Ensuring that you have all necessary rights, consents and permissions to upload and share User Content; and
• Ensuring that your User Content does not infringe the rights of any third party or violate any law or obligation (including confidentiality obligations).

7.5 Monitoring and Removal

We are not obligated to pre-screen User Content, but we reserve the right (without assuming any duty to do so) to remove or modify User Content at any time, if we reasonably believe it:

• Violates these Terms or any Policy;
• Violates applicable law; or
• May create liability for TWC or any third party.

8.1 Term

These Terms become effective when you first access the Platform or agree to them and remain in effect until terminated in accordance with this Section.

8.2 Your Right to Terminate

You may terminate your Subscription or close your Account at any time by using the features provided in your Account settings or by contacting us at support@tradewithcanadians.ca. Termination does not entitle you to any refund of Fees already paid, except where required by law.

8.3 TWC's Right to Suspend or Terminate (Maximum Control)

TWC may, at any time, in its sole discretion, with or without notice, and without liability to you or any third party:

• Suspend, restrict or terminate your access to the Platform or any part of the Services;
• Deactivate or delete your Account and User Content; and/or
• Refuse any current or future use of the Platform or Services,

including (without limitation) if we reasonably believe that:

• You have violated these Terms, any Policy, or applicable law;
• Your conduct may harm TWC, the Platform, or other Users;
• There is suspected fraud, abuse, or unauthorized activity; or
• It is reasonably necessary for security, maintenance or legal reasons.

8.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases;
• Any outstanding Fees remain due and payable;
• We may retain or delete your User Content in accordance with our Privacy Policy and data retention practices.

Provisions which by their nature are intended to survive termination (including, without limitation, Sections 7, 9–19) will continue to apply.

9.1 Acceptable Use

You must use the Platform and Services only for lawful business purposes and in compliance with these Terms, Policies, and all applicable laws.

9.2 Prohibited Conduct

You must not, and must not permit any third party to:

a) Illegal, Harmful or Abusive Use

• Use the Platform to engage in any unlawful, fraudulent, harmful, offensive, defamatory, harassing or abusive conduct;
• Upload or transmit content that is defamatory, obscene, hateful, discriminatory, or otherwise objectionable;
• Use the Platform to stalk, harass, intimidate or threaten others.

b) Security and Technical Misuse

• Attempt to gain unauthorized access to any Account, system, network or data;
• Interfere with or disrupt the integrity or performance of the Platform or Services;
• Introduce viruses, malware, or other harmful code;
• Probe, scan, or test the vulnerability of any TWC system or network without express authorization.

c) Scraping and Automated Access

• Use any robot, spider, crawler, scraper, data mining tool, or other automated means to access the Platform or extract data, except as expressly permitted in writing;
• Systematically collect data or content from the Platform for commercial use without our prior written consent.

d) Intellectual Property Infringement and Competitive Use

• Copy, reproduce, modify, distribute, sell, resell, or create derivative works based on the Platform or Services;
• Reverse engineer, decompile or attempt to extract the source code or underlying concepts;
• Use the Platform to build or train a competing product or service.

e) Spam and Unsolicited Communications

• Use the Platform to send unsolicited or unauthorized advertising, promotional materials or spam;
• Violate Canada's Anti-Spam Legislation (CASL) or any other anti-spam or telemarketing laws.

f) Money Laundering and Unlawful Commerce

• Use the Platform to facilitate money laundering, terrorism financing, bribery, corruption, or any transaction prohibited by law;
• Use the Platform to support unlawful goods or services.

9.3 Enforcement

We may investigate any suspected violations, involve law enforcement where appropriate, and take any action we deem necessary or appropriate to protect TWC, Users and third parties, including suspension or termination under Section 8.

10.1 AI Functionality

The Platform may use artificial intelligence and machine learning models to provide:

• Business matching and recommendations;
• Strategic insights, scoring and categorization;
• Suggested messages, introductions or templates;
• Economic, sectoral, or ecosystem analytics.

10.2 Advisory Only

All AI outputs, insights and recommendations are informational and advisory only and:

• May be incomplete, inaccurate or based on outdated or third-party data;
• Do not constitute legal, financial, investment, tax or professional advice; and
• Must not be relied upon as the sole basis for any business decision or transaction.

10.3 No Responsibility for Outcomes

TWC is not responsible for:

• The outcome of any partnership, contract or deal you enter into;
• Any decision you make or fail to make based on AI outputs;
• Any losses you suffer arising from reliance on AI-generated data or insights.

10.4 Third-Party AI Providers

TWC may use third-party AI models or infrastructure. TWC is not responsible for the actions or omissions of such providers, subject to our obligations under applicable law and our Privacy Policy.

11.1 Independent Relationships

TWC is not a party to any contract, transaction, partnership or relationship between Users. We do not:

• Act as agent, broker, intermediary or fiduciary for any User;
• Guarantee the identity, solvency, performance or suitability of any User;
• Take responsibility for any due diligence between Users.

11.2 User Disputes

Any dispute between you and another User or third party is solely between you and that person. You agree that TWC has no obligation to mediate or resolve such disputes and that you will not seek to involve TWC in any such dispute.

11.3 Disclaimer of Endorsement

The presence of a User or business on the Platform does not constitute an endorsement, recommendation or certification by TWC.

12.1 Business Users

Ecosystem Organizations (including chambers of commerce, boards of trade, municipalities, economic development agencies, and similar bodies) are treated as Business Users under these Terms.

12.2 No Authority to Bind TWC

Ecosystem Organizations:

• Have no authority to bind TWC to any contract, promise or representation;
• Must not represent that TWC guarantees any outcome, funding, success, or partnership;
• Must not make commitments on our behalf without a separate written agreement signed by an authorized TWC representative.

12.3 Public-Sector Procurement and Compliance

Nothing in these Terms obligates TWC to comply with any additional public-sector:

• Procurement rules;
• Tendering processes;
• Open contracting or freedom of information statutes;
• Vendor qualification processes; or
• Other public-sector statutory or policy requirements,

unless expressly agreed in a separate written contract with the relevant public-sector entity.

12.4 Responsibility for Members and Communications

Ecosystem Organizations are solely responsible for:

• Their communications to members about TWC;
• Ensuring their members understand that TWC is an independent service provider;
• Complying with all applicable laws as to their own activities.

TWC is not liable for representations, commitments or acts of any Ecosystem Organization.

13.1 Ownership

As between you and TWC, TWC and its licensors own all rights, title and interest in and to:

• The Platform and Services;
• All software, source code, algorithms, AI models, data structures and architectures;
• All trademarks, trade names, logos, designs and branding;
• Documentation, interfaces, layouts, graphics and other materials created by or for TWC.

13.2 Licence to Use the Platform

Subject to these Terms and your payment of applicable Fees, TWC grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and Services solely for your internal business purposes.

13.3 Restrictions

You must not:

• Copy, modify, create derivative works from, or publicly display any part of the Platform, except as expressly permitted herein;
• Reverse engineer, decompile or attempt to derive source code, except to the minimum extent allowed by applicable law;
• Remove, obscure or alter any proprietary notices or labels.

14.1 Beta Services

From time to time, TWC may make Beta Services available to you for evaluation, testing or feedback purposes.

14.2 "As Is" and No Obligation

Beta Services are provided "as is" and "as available", without any warranties, and TWC:

• Does not promise that Beta Services will be generally released;
• May discontinue or modify Beta Services at any time;
• Has no liability for any harm, loss or damage arising from your use of Beta Services, to the fullest extent permitted by law.

17.1 Exclusion of Certain Damages

To the maximum extent permitted by law, in no event will TWC, its affiliates, directors, officers, employees, contractors or agents be liable to you or any third party for:

• Any indirect, incidental, special, consequential, exemplary or punitive damages;
• Loss of profits, revenue, business, opportunities, savings, goodwill, reputation or data;
• Business interruption, loss of use, or cost of substitute services;
• Any damages arising out of or related to AI recommendations, matches, insights or analytics.

17.2 Aggregate Liability Cap

To the maximum extent permitted by law, TWC's total aggregate liability for all claims arising out of or related to these Terms, the Platform or the Services, regardless of the form of action, is limited to the greater of:

• The total Fees actually paid by you to TWC for the Services during the twelve (12) months immediately preceding the event giving rise to the claim; or
• One hundred Canadian dollars (CAD $100), where you have not paid any Fees (i.e., free users or free trial).

17.3 Exceptions

Nothing in this Section limits liability where such limitation is prohibited by law, including for:

• TWC's gross negligence or intentional misconduct; or
• Any other liability that cannot be excluded or limited under applicable law.

17.4 Allocation of Risk

The limitations in this Section reflect a conscious allocation of risk between the parties and are an essential basis of the bargain.

20.1 Governing Law

These Terms, and any dispute or claim arising out of or relating to them, are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

20.2 Arbitration for Business Users

Except where prohibited by law, any dispute, claim or controversy arising out of or relating to these Terms, the Platform or the Services, involving a Business User, shall be resolved by final, binding, private and confidential arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario), before a single arbitrator.

20.3 Class Action Waiver

To the maximum extent permitted by law, you and TWC agree that:

• Any disputes shall be brought on an individual basis only;
• You shall not participate in any class action, class arbitration, or representative proceeding against TWC;
• If you are automatically included in such a proceeding, you will opt out to the extent permitted by law.

20.4 Injunctive Relief

Nothing in this Section prevents TWC from seeking interim, injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property, confidential information, or other rights.

21.1 Changes to the Terms

We may update these Terms from time to time. When we do, we will update the "Last Updated" date at the top. Your continued use of the Platform after any such changes constitutes your acceptance of the updated Terms.

21.2 Changes to the Services

We may modify, suspend or discontinue any feature or component of the Platform or Services at any time. Where required by law or contract, we will provide notice.

25.1 Notices from TWC

We may provide notices to you:

• By email to the email address associated with your Account; and/or
• Via notifications or messages on the Platform.

25.2 Notices to TWC

Legal notices to TWC should be sent by email to:

📧 support@tradewithcanadians.ca

27.1 Entire Agreement

These Terms, together with all Policies and any Orders expressly incorporating them, constitute the entire agreement between you and TWC relating to the subject matter hereof and supersede all prior or contemporaneous agreements, communications and understandings.

27.2 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

27.3 No Waiver

No waiver of any term or condition is a continuing waiver or a waiver of any other term or condition. Any failure by TWC to enforce a right or provision does not constitute a waiver of such right or provision.