Please read these Terms and Conditions carefully before submitting an Application for access to, or using, this Trading Platform.

These terms and conditions of use for the Trading Platform (as defined below), constitute a legal agreement and are entered into by and between you (the “Participant”) and Trade Café Inc., a corporation incorporated under laws of Canada (“TradeCafe”). The following terms and conditions (the “Agreement”) govern your access to and use of the Trading Platform, including any content, functionality, and services offered on or through the Trading Platform.

BY SUBMITTING AN APPLICATION (AS DEFINED BELOW), USING THE TRADING PLATFORM OR BY CLICKING  TO ACCEPT THE TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE TRADING PLATFORM.

Furthermore, by submitting an Application or using the Trading Platform, you represent and warrant that you have the legal capacity under Applicable Laws to form a binding contract with TradeCafe on behalf of the Participant. 

  1. Interpretation

    1. In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:

      1. Account” means any account on which the Participant effects Trades pursuant to this Agreement;
      2. Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, notices, orders, by-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, self-regulatory organization in relation to which the Participants  or TradeCafe are members, or otherwise);
      3. Application” means the application by the Participant to open an Account with TradeCafe, as prescribed by TradeCafe from time to time;
      4. Commodity” means any commodity accepted by TradeCafe from time to time for Offers and Trades via the Trading Platform;
      5. Credentials” means a user name, password and/or other code(s) or credentials which permit a user to access the Trading Platform;
      6. Guarantee” means a financial or performance guarantee in favour of TradeCafe, guaranteeing the Participant’s obligations hereunder, in its sole discretion, and may include a letter of credit or security interest in favour of TradeCafe, in each case in form and substance acceptable to TradeCafe;
      7. Losses” means any and all claims, demands, actions, judgments, awards, fines, penalties, losses, damages, liability, or costs, charges, legal fees, and expenses of any nature;
      8. Offer” means any offer by a Participant for the sale or purchase of a Commodity and shall include the relevant terms and conditions relating to such sale or purchase;
      9. Related Services” means related or ancillary services to a Trade including logistical, inspection, survey, certification, insurance, trade finance and/or any other services offered or made available by TradeCafe from time to time;
      10. Sanctioned Person” means (i) any person that is sanctioned under any economic or trade sanction, regulation, statute or official embargo measure imposed by the United Nations or the law of Canada, the United States of America, the European Union, the United Kingdom or any other country; (ii) includes any person named in the ‘Specially Designated Nationals and Blocked Persons’ list maintained by the United States Department of the Treasury or any similar or equivalent list maintained by the government of any other country; and (iii) includes any persons or entities named in the Schedules to the Special Economic Measures (Ukraine) Regulations, SOR/2014-60; Special Economic Measures (Russia) Regulations, SOR/2014-58; and the Freezing Assets of Corrupt Foreign Officials (Ukraine) Regulations, SOR/2014-44 and any similar regulations;
      11. Services” means access to and use of the Trading Platform and the Related Services;
      12. Trade” means the acceptance of any Offer on the Trading Platform for the sale or purchase (as the case may be) of a Commodity including acceptance of the terms and conditions thereof, which shall constitute a binding agreement between the parties to such Trade;
      13. TradeCafe Indemnitees” means TradeCafe, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns;
      14. Trading Platform” means the electronic trading platform at [URL] or at such other address (or addresses) as TradeCafe may designate from time to time; and
      15. User Submissions” means any and all content, material, and information a Participant or its authorized users submits, posts, publishes, displays, or transmits via the Trading Platform.
    2. Headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
    3. Expressions in the singular form shall include the plural and vice versa, and all references to the masculine gender shall include the female and neutral genders and vice versa.
    4. Any reference to a statutory provision shall include such provision as from time to time modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any Transaction entered into hereunder.
    5. Unless otherwise indicated, any reference to currency or a monetary amount in this Agreement is to the lawful money of the United States of America.
  2. Accounts and Registration

    1. Application and Approval: Any party who wishes to become a Participant must be qualified and approved by TradeCafe.  Such parties will be required to complete and submit an Application.  It is an express condition of this Agreement that all the information provided in or in connection with an Application is correct, current, and complete.  TradeCafe will be entitled to verify any information supplied in the Application and to conduct such due diligence as TradeCafe may consider advisable from time to time including, without limitation, to assess credit-worthiness or to comply with any legal or regulatory obligation.  Approval of an Application may be granted, withheld, revoked, suspended, or conditioned, at TradeCafe’s sole discretion, from time to time, for any reason or for no reason.
    2. Accounts:  If TradeCafe approves an Application, TradeCafe will provide Participant with an Account and the Credentials necessary to access that Account.  Participant must keep all Credentials confidential.  Participant must ensure that any person who accesses the Trading Platform using the Account or the Credentials is aware of this Agreement and complies with it.  Participant will be solely responsible for all Offers and Trades submitted or accepted via the Account, including all delegated accounts (if any).  For the avoidance of doubt, TradeCafe shall not be liable for any Loss arising from any unauthorized access of the Trading Platform or misappropriation or theft of the Credentials.
    3. Delegated Accounts:  TradeCafe may, at its sole discretion, permit a Participant to create delegated accounts for its personnel.  Any such delegated accounts are solely for Participant’s convenience.  Participant is solely responsible for the security and integrity of such delegated accounts.  Participant acknowledges and agrees that each person using such a delegated account associated with Participant’s Account acts on behalf of Participant and that Participant is fully responsible for all acts or omissions of such persons as if performed (or not performed, as the case may be) by Participant.
    4. Guarantee: Each Participant may, at TradeCafe’s sole discretion, from time to time, be required to provide a Guarantee made in favour of TradeCafe (on such terms as may be acceptable to TradeCafe at its sole discretion) as a condition of access to the Trading Platform.  TradeCafe may, on reasonable notice, require a new Guarantee or modify the terms of an existing Guarantee.
    5. Transaction Limits: TradeCafe may (but is not required to), from time to time, impose limits or restrictions on any Account, such as a maximum monetary value, volume, or frequency for Offers and Trades placed by the Participant, either individually or in the aggregate.  TradeCafe reserves the right at any time to set, vary or cancel the limits for any Participant, in its sole discretion.
  3. Use of Trading Platform

    1. Authorized Use: Subject to Section 2.1, and solely in accordance with the other terms and conditions of this Agreement, the Participant will be entitled to access the Trading Platform for the purpose of making and/or accepting Offers for the sale or purchase of a Commodity, reviewing the status of Offers, receiving confirmations and/or other transaction information and/or general trade information and/or other related purposes that TradeCafe may authorize from time to time.
    2. Prohibited Use: The Participant is prohibited from attempting to circumvent and from violating the security of the Trading Platform including without limitation:

      1. accessing content and data that is not intended for the Participant;
      2. attempting to breach or breaching the security and/or authentication measures which are not authorized;
      3. causing or attempting to cause the transmission of unauthorized messages or communications or any kind;
      4. restrict disrupt or disable service to users, hosts, servers or networks;
      5. illicitly reproducing or altering TCP/IP packet headers;
      6. disrupting network services and otherwise disrupting TradeCafe’s ability to monitor the Trading Platform;
      7. using any robot, spider, or other automatic device, process, or means to access the Trading Platform for any purpose, including monitoring or copying any of the material on the Trading Platform;
      8. introducing or exposing the Trading Platform to any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
      9. attacking the Trading Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, crashing, or similar technique; and
      10. otherwise attempting to interfere with the proper working of the Trading Platform.
  4. Disqualification and Suspension

    1. Reservation of Rights: The Participant’s access to and use of the Account and the Trading Platform is subject to TradeCafe’s sole discretion.  TradeCafe reserves the right, at any time and for any reason (or for no reason), to disqualify the Participant or suspend any Account.
    2. Events: Without limiting the generality of Section 4.1, the following events may result in the immediate disqualification of the Participant or suspension of any Account:

      1. any breach of the terms of this Agreement;
      2. any unauthorized use of the Trade Platform or interference with the normal operation of the Trading Platform;
      3. any admission by the Participant that it is unable to pay its debts as they come due; any insolvency, liquidation, receivership, or bankruptcy of the Participant; the initiation of any proceeding in respect of the Participant under laws relating to bankruptcy or creditor protection; or any similar circumstance;
      4. invalidity, expiry, or lapse of a Guarantee applicable to Participant; or
      5. any determination by TradeCafe, for any reason, that the Participant is not credit-worthy, or is not of good legal or financial standing.
    3. Consequences of Disqualification: In the event that Participant is disqualified, Participant’s Credentials will be permanently revoked.  Participant will immediately pay in full any amounts owed or payable to TradeCafe or to third parties in respect of the Services, without any set-off, counterclaim, or reduction whatsoever.
  5. Offers and Trades

    1. The Participant shall, at all times, rely on its own assessment and judgement in respect of any trading decision or proposed transaction. TradeCafe makes no warranty or representation, expressed or implied, as to the information on the Trading Platform, or as to its content, accuracy, completeness, timeliness or otherwise.
    2. TradeCafe shall not be responsible in the event that the Participant is unable to access or use any information, data or other services available on the Trading Platform, or if the same is in any manner delayed, suspended, terminated, corrupted or faulty in any way whatsoever.
    3. All Offer(s) made by the Participant for the sale or purchase of any Commodity (as the case may be) on the Trading Platform shall be precise and complete (as per the form and manner as prescribed by TradeCafe from time to time), and once accepted, shall constitute a Trade.
    4. Each Trade constitutes a binding agreement, fully enforceable as between the parties to such Trade in accordance with the applicable terms and conditions.  By using the Trading Platform, each Participant agrees that the terms and conditions accepted through the Trading Platform for a Trade supersede any other conflicting terms and/or conditions for such Trade, even if another Participant purports to accept such conflicting terms and/or conditions.
  6. Compliance with Laws

    1. Participant represents, warrants, and covenants that:

      1. Participant’s use of the Trading Platform, and any Offer(s) or Trade(s) made by Participant or on Participant’s behalf (including the funding or financing thereof), shall comply with all Applicable Laws including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction, or similar laws (whether domestic or foreign); and
      2. to the best of its knowledge, information and belief neither it, nor any of its employees, agents, contractors, subcontractors or related corporate entities is or is reasonably likely to become a Sanctioned Person.
  7. Related Services

    1. TradeCafe may, from time to time, offer to provide Related Services or make available Related Services offered by third parties through the Trading Platform.  Such Related Services are offered or made available at TradeCafe’s sole discretion and may be modified, suspended, withdrawn, cancelled or discontinued at any time.  Such Related Services may be subject to additional terms and conditions.  By requesting, receiving, or making use of such Related Services, the Participant agrees to be bound by the supplemental terms and conditions as TradeCafe may prescribe from time to time for such Related Services.
  8. Ownership

    1. The Trading Platform and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, and all data and/or metadata generated through the operation of the Trading Platform are owned by TradeCafe, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.  All rights reserved.
    2. The TradeCafe name and all related names, logos, product and service names, designs, images and slogans are trademarks of TradeCafe or its affiliates or licensors. The Participant shall not use such marks without TradeCafe’s prior written permission.
    3. Except for the limited right to access and use the Trading Platform in accordance with these Terms set out in Section 3.1, nothing in this Agreement shall be construed or deemed to grant or provide any user any right, licence, interest or permission to deal with any intellectual property of TradeCafe in any way including, without limitation, to, or to procure, assist or facilitate any third party to copy, display, disseminate, distribute, modify, publish, reproduce, store, use, sell or transfer or participate in the sale or transfer of or offer for sale of, create derivative works from, or in any way exploit any content on the Trading Platform, whether in whole or in part.
    4. The Participant shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit any of the information, data or other services provided by TradeCafe via the Trading Platform in any manner without the prior written consent of TradeCafe or use the same for any unlawful or unauthorised purposes. The Participant hereby agrees to comply with any request by TradeCafe to protect its copyrights, other intellectual property rights or moral rights, whether statutory or otherwise howsoever arising in the information, data or other services provided by TradeCafe.
    5. The Trading Platform may contain links to third-party websites, mobile applications, online resources or material that are beyond our control. These websites, mobile applications, online resources or material are provided solely as a convenience to users. TradeCafe is not responsible for and does not endorse such external websites, mobile applications, online resources or material. The Participant’s use of such external websites, mobile applications, online resources or material is entirely at the Participant’s own sole risk.
  9. User Submissions

    1. None of the User Submissions you submit to the Trading Platform will be subject to any confidentiality by Trade Cafe. By providing any User Submission to the Trading Platform, you grant TradeCafe and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and/or incorporate such material into any form, medium or technology throughout the world without compensation to you.  The Participant hereby waives any moral rights or other rights of authorship as a condition of submitting any User Submission.
    2. By submitting the User Submissions The Participant declares and warrants that the Participant owns or has the necessary rights to submit the User Submissions and have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with this Agreement. The Participant represents and warrants that all User Submissions comply with Applicable Laws and the terms and conditions of this Agreement.
    3. The Participant acknowledges and agrees that the Participant is fully responsible for any User Submissions submitted or contributed via the Participant’s Account, and the Participant is fully responsible and legally liable including to any third party for such content and its accuracy. TradeCafe is not and will not be responsible or legally liable to any third party for the content or accuracy of any User Submissions.
  10. Modifications to Terms and Conditions and to the Services

    1. TradeCafe reserves the right to amend the Agreement at any time by providing notice in writing, including through the Trading Portal. Your continued use of the Services after receipt of such notice will be deemed acceptance of the amended Agreement.
    2. TradeCafe reserves the right to modify, add to, suspend or terminate the operation of the Services (in whole or in part) at any time for any reason whatsoever and in any manner as it may deem fit without giving any prior notice thereof to the Participant and without being liable for any loss, cost, expense or damage whatsoever resulting therefrom.
  11. Termination

    1. This Agreement may be terminated at any time by TradeCafe, in its sole and absolute discretion, on written notice to the Participant, without any liability whatsoever.
    2. The Participant may request the closure of its Account or any delegated accounts associated with such Account at any time; provided that such Account closure will have no effect on any liabilities or obligations the Participant has incurred as of the effective date of Account closure (including, for greater certainty, any liability or obligation incurred after the Participant’s request to close the Account, before such request becomes effective).
    3. For the avoidance of doubt, the Participant's obligation to pay any amounts owing or accrued up to (and including) the date of termination shall survive the termination of this Agreement for any reason.
  12. Risks

    1. The Participant acknowledges and understands that the Trading Platform is an electronic platform made available by TradeCafe to the Participants. The Participant also acknowledges that there are security, confidentiality and other risks in the use of the Trading Platform and the Internet which may be beyond the reasonable control of TradeCafe and that, by electing to use and communicate through the Trading Platform and the Internet, the Participants accept that all communications between the Participants and TradeCafe, or between themselves, are made at the risk of the Participants.
    2. The Participant acknowledges and understands that the execution or matching of its orders in respect of dealings in Commodities are dependent on the prevailing market conditions and that TradeCafe does not and cannot represent nor warrant that any such orders transmitted through the Trading Platform will be executed or matched on an immediate or timely basis, or at all.
    3. The Participant acknowledges and understands that TradeCafe will use its best endeavours to ensure the security of the Trading Platform. Notwithstanding the foregoing, the Participant agrees that TradeCafe shall not be liable in any manner for any disruption, unavailability of the services, communication, electrical or network failure that may result from time to time. The Participant acknowledges and understands that the information transmitted may be liable to errors, viruses, delay, interception, modification or amendment by unauthorized persons and the Participants acknowledges that transmission may be disrupted, interrupted, delayed or incorrect.
  13. Disclaimer

    1. THE PARTICIPANT UNDERSTANDS AND AGREES THAT USE OF THE TRADING PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE TRADING PLATFORM IS AT PARTICIPANT’S OWN RISK. THE TRADING PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE TRADING PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.
    2. NEITHER TRADECAFE NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE TRADING PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER TRADECAFE NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE TRADING PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE TRADING PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    3. Without limiting the generality of the foregoing, Participants shall not hold TradeCafe responsible for any errors, viruses, delay, inaccuracy, or Losses whatsoever arising from or in connection with any Trade or the Participants’ use of the Services including but not limited to any interception, modification or amendment, disruption, interruption, delay or inaccuracy of Internet transmission or other communication equipment or facilities.
    4. TradeCafe cannot and does not guarantee or warrant that files or data available for downloading from the internet or the Trading Platform will be free of viruses or other destructive code. The Participant is solely and entirely responsible for its use of the Trading Platform and the Participant’s computer, internet and data security. TO THE FULLEST EXTENT PROVIDED BY LAW, TRADECAFE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT ANY COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE PARTICIPANT’S USE OF THE TRADING PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE TRADING PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
  14. Limitation and Exclusion of Liability

    1. Under no circumstances TradeCafe be liable for any:

      1. adverse tax implications of any Trade whatsoever; or
      2. delay or change in market conditions before any particular Trade is effected.
    2. UNDER NO CIRCUMSTANCE WILL TRADECAFE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDEMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH A PARTICIPANT’S USE, OR INABILITY TO USE, RELIANCE ON, THE TRADING PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
    3. No action, regardless of form, arising out of or in connection with the Trading Platform or these terms and conditions, may be brought by the Participant against TradeCafe more than one (1) year after the cause of action has accrued.
  15. Indemnification

    1. To the maximum extent permitted by Applicable Laws, the Participant agrees to defend, indemnify, and hold harmless the TradeCafe Indemnitees from and against Losses arising out of or relating to:

      1. the Participant’s breach of this Agreement or use of the Trading Platform or Services other than as expressly authorized in this Agreement; or
      2. the Participant’s Offers or Trades, including any penalty and consequential losses, including for reasons due to fault or programming errors in the Trading Platform.
  16. Arbitration

    1. The Participant agrees that all disputes or disagreements relating to or arising from this Agreement, or any Offers or Trades, will be settled by final and binding arbitration by a single arbitrator pursuant to the provisions of the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration shall take place in the City of Toronto, Ontario, Canada. There shall be no discovery. The arbitrator shall not limit, expand or modify the terms of this Agreement nor award damages in excess of compensatory damages permitted under this Agreement, and you waive any claim to such excess damages. The arbitrator shall not have any ability to award any equitable remedies against us. The arbitrator shall not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction. The arbitrator shall issue a written decision containing findings and conclusions on all significant issues. Each party shall bear its own expenses and an equal share of all costs and fees of the arbitration. The content and result of any arbitration shall be held in confidence by all participants, each of whom will be bound by an appropriate confidentiality agreement.
    2. Notwithstanding the foregoing, nothing in this Agreement will prevent TradeCafe from seeking injunctive or other equitable relief, payment of amounts due, or enforcement of an award before any court having jurisdiction over any person or otherwise over such subject matter.
  17. Miscellaneous

    1. Notice: Any notices required or permitted to be given under this Agreement or Applicable Laws may be given to you at the e-mail address or any other contact address you provided to us as part of the Application. Any notice given to you will be effective 2 business days after we send the notice to you, irrespective of whether you receive it or it is returned to us as undeliverable.
    2. Severability: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    3. Waiver: No waiver of any term or provision this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    4. Governing Law: This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purpose of all legal proceedings, this Agreement will be deemed to have been made and performed in the Province of Ontario and the courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Agreement.  [Subject to Section 16, ]The parties hereby attorn to the jurisdiction of the courts of the Province of Ontario for any and all claims that they may have related in any way to this Agreement and its extension or non-extension and all disputes relating hereto or hereunder.
    5. Entire Agreement: This Agreement (including the supplemental terms and conditions applicable to any Related Services, if and to the extent applicable) constitutes the sole and entire agreement between you and TradeCafe regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
    6. Language: It is the express wish of the parties that this document and any related documents be drawn up in English. Les parties aux presentes ont expressement demande que ce document et tous les documents s’y rattachant soient rediges en anglais.