Terms of Use

1. The agreement

These Terms of Use ("Terms") are a binding agreement between TradExim, a Canadian company operating the e-TradeFTZ platform ("TradExim", "we", "us"), and the person or organization accessing the platform ("you", "User").

If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and "you" means both you and that organization.

Additional terms may apply to specific features, programmes or transactions — for example a listing agreement, a subscription document, or the terms of an export credit agency programme. Where those terms conflict with these Terms, the specific terms govern for that feature or transaction only.

2. Definitions

• Platform — the tradexim.ca website, the e-TradeFTZ web application, and all related portals and services we provide.
• Listing — an offering of physical export equipment posted on the Platform by a Seller.
• Seller — an exporter or other approved User that posts a Listing.
• Investor — an approved User that acquires a fractional or whole interest represented by Tokens.
• Token — a digital record issued on the Platform's permissioned blockchain network that represents an interest in, or a claim relating to, a Listing.
• Escrow — the arrangement under which funds relating to a transaction are held pending the satisfaction of agreed conditions.
• Custodial Wallet — a wallet whose keys are generated and held by the Platform for a User who has not connected an external wallet.

3. Eligibility and account approval

3.1 Who may register

To register you must be a business entity, or an individual of the age of majority in your jurisdiction acting in a business capacity on behalf of a business entity. The Platform is not offered for personal, household or consumer purposes.

You must not register if you, your organization, or any of your beneficial owners or controllers are subject to sanctions administered by Canada, the United Nations, the United States, the United Kingdom or the European Union, are located in a jurisdiction subject to comprehensive sanctions, or are otherwise prohibited by law from using the Platform.

You are responsible for confirming that your use of the Platform is lawful where you are located and where you do business. We make no representation that the Platform is appropriate or available in any particular jurisdiction.

3.2 Registration is an application, not an account

Submitting a registration does not create an account with access to Platform functionality. Every account requires verification and explicit approval by a TradExim administrator before it becomes active. Until you are approved, your access is limited to a pending-account state.

As part of approval we will require identity and business verification, which may include government identification, incorporation and registration documents, evidence of your authority to act, beneficial ownership information, and sanctions and adverse-media screening. We may use third-party verification providers for this. We may also require re-verification at any time while your account is open.

3.3 Approval is discretionary

We may approve, decline, condition, or delay any application at our discretion, and we are not obliged to give reasons. Approval of your account is not an endorsement of you, and it is not a representation to any other User about your creditworthiness, solvency, or the quality of anything you list. Approval may be limited to a specific role (exporter, importer, investor, guarantor, ECA/G2G partner), and each role carries different permissions.

You must tell us promptly if any information you provided during verification changes — including changes of control, address, regulatory standing, or sanctions status.

4. Your account

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, whether or not you authorized it. Do not share credentials, and do not permit anyone to use your account other than authorized personnel of your organization acting within their authority.

You must verify your email address before signing in, and you must keep your contact details current so that we can reach you about your account and transactions.

Notify us immediately at info@e-tradeftz.com if you suspect unauthorized access. We may suspend access while we investigate.

One account per legal entity unless we agree otherwise in writing. You may not create an account for another party, sell or transfer an account, or hold an account under a name that is not your own.

5. Acceptable use

You agree not to, and not to permit anyone else to:

• Use the Platform for any unlawful purpose, or in breach of export controls, sanctions, customs, anti-money-laundering, anti-bribery or tax laws applicable to you.
• Provide false, misleading, incomplete, or fraudulently obtained information during registration, verification, or in any Listing or transaction.
• Use the Platform to launder proceeds of crime, to finance terrorism, or to move funds on behalf of an undisclosed third party.
• Impersonate any person or organization, or misrepresent your affiliation with one.
• Attempt to gain unauthorized access to any account, system, or data; probe, scan or test the vulnerability of the Platform; or circumvent authentication, access controls or rate limits.
• Introduce malware, or interfere with the operation, integrity or performance of the Platform or its blockchain network.
• Scrape, harvest, or systematically extract Platform data, or use automated tools against the Platform, without our prior written consent.
• Manipulate the market — including posting sham Listings, bidding or investing without the intent or capacity to settle, coordinating with others to create a misleading impression of demand or price, or trading on the basis of confidential information obtained through the Platform.
• Reverse engineer, decompile, or attempt to derive the source code of the Platform or its smart contracts, except to the extent that restriction is prohibited by law.
• Resell, sublicense, or make the Platform available to third parties as a service.
• Use the Platform to send unsolicited commercial messages to other Users, or to post content that is defamatory, harassing, or infringes another party's rights.

We may investigate suspected breaches, remove content, restrict functionality, suspend accounts, reverse or refuse to process transactions, and report conduct to the appropriate authorities.

6. Listing conduct

If you post a Listing, you represent and warrant, for each Listing and at all times it remains active, that:

• You have good title to the equipment, or documented authority from the owner to list and dispose of it, and it is free of undisclosed liens, security interests, charges and third-party claims.
• Every description, specification, condition statement, serial or asset number, quantity, location, photograph and document you submit is accurate, current, and not misleading — including by omission.
• Any valuation, price, or expected return you state is presented honestly and is identified as your own figure unless it is supported by an independent appraisal that you have disclosed and provided.
• The equipment may lawfully be exported from its origin and imported into the intended destination, and you hold or will obtain the permits, licences and certifications required.
• You will update or withdraw the Listing promptly if any of the above ceases to be true, or if the equipment is sold, damaged, encumbered or becomes unavailable.

We may review, edit for formatting, decline, suspend or remove any Listing at our discretion. We do not independently appraise, inspect, or verify equipment unless we expressly state otherwise for a specific Listing, and any review we do perform is for our own purposes and is not a warranty to any other User.

Once a transaction relating to a Listing is committed, you must complete it in accordance with its terms. Failure to deliver, to deliver equipment matching the Listing, or to provide required documentation is a material breach of these Terms and may give rise to liability to the counterparty and to us.

7. Investment conduct

If you acquire an interest through the Platform, you acknowledge and agree that:

• You are acting on your own account, or with documented authority for the account of a disclosed principal, and the funds you use are lawfully yours.
• You have read the Risk & Disclosures, you understand the risks described there, and you are capable of bearing the loss of the full amount you commit.
• You have made your own assessment of each Listing, its Seller, its valuation and its documentation. You are not relying on TradExim for any recommendation, valuation, or assurance of outcome.
• Commitments made through the Platform are binding on you. You must fund them by the stated deadline; failure to do so may result in cancellation, forfeiture of deposits, liability for the counterparty's losses, and suspension of your account.
• Holdings may be illiquid. There is no guarantee that a secondary market exists, that a buyer can be found, or that you can exit a position at any particular time or price.
• You will comply with any transfer restrictions, holding periods, lock-ups or eligibility conditions attached to a particular offering.

Where a Listing or programme is restricted to a defined class of participant, you must meet that class's criteria and provide evidence of it on request. Providing false eligibility information is a material breach.

8. Tokenization and wallets

Interests on the Platform are recorded as Tokens on a permissioned blockchain network operated for the Platform. A Token is a record of an interest as maintained by the Platform; the underlying rights are defined by these Terms and by the documentation for the relevant transaction, not by the Token itself.

You may connect your own external wallet, in which case you alone control the private keys and you alone are responsible for their security, backup, and any loss arising from their compromise or loss. If you do not connect an external wallet, the Platform will generate and hold a Custodial Wallet on your behalf as an administrative convenience. Custodial arrangements carry their own risks, which are described in our Risk & Disclosures.

Blockchain transactions are generally irreversible. You are responsible for the accuracy of every instruction you submit, including wallet addresses, amounts and counterparties. We cannot reverse a completed on-chain transfer, and we are not liable for losses resulting from an instruction you submitted incorrectly.

You must not attempt to transfer a Token outside the mechanisms the Platform provides, or to a party that has not been approved for the relevant role. Transfers made outside the Platform may not be recognized and may be void as between you and us.

9. Escrow and settlement

Where a transaction uses Escrow, funds are held pending satisfaction of the release conditions agreed for that transaction. Release conditions, required documentation, and timelines are set out in the transaction record; you should not treat funds as released until the Platform records them as released.

Escrow, banking and cross-border settlement involve third-party institutions. Timing depends on those institutions, on correspondent banking arrangements, on currency controls, and on compliance screening, and may extend beyond estimates shown on the Platform. We are not responsible for delays, holds, rejections, deductions or exchange-rate movements attributable to a bank, payment processor, or authority.

You are responsible for your own taxes, duties, customs charges and levies arising from a transaction. Prices and fees shown on the Platform are exclusive of these unless expressly stated.

TradExim is not a bank, a deposit-taking institution, a money services business acting for you, or a fiduciary of any User, and holding funds in Escrow does not make us either party's trustee beyond the specific escrow function described in the transaction documentation.

10. Fees

The Platform may charge fees for account services, listing, transaction facilitation, escrow administration, tokenization, and settlement.

Where fees do apply:

• They are quoted exclusive of taxes unless stated, and you are responsible for any applicable sales, value-added or withholding tax.
• They may be deducted from settlement proceeds or invoiced separately, as disclosed at the time.
• Third-party costs — bank charges, correspondent fees, currency conversion spreads, verification provider fees, inspection or logistics costs — are separate from our fees and are your responsibility unless expressly stated otherwise.
• We may change our fees on reasonable prior notice. Changes will not apply retroactively to transactions already committed.
• Fees for completed services are non-refundable except where required by law or expressly agreed.

11. Our role — technology provider, not adviser or counterparty

TradExim provides a technology platform that connects approved participants and records transactions between them. Unless we expressly state otherwise in writing for a specific transaction, we are not a party to the commercial contract between a Seller and a buyer or Investor, an agent, broker, or fiduciary for any User, a guarantor of performance, payment, delivery or title, or an insurer of any transaction.

Nothing on the Platform is financial, investment, legal, tax or accounting advice. Information, tools, valuations, projections, ratings and analytics presented on the Platform are for information only, are frequently derived from User-supplied data, and must not be relied on as a recommendation to enter any transaction. Obtain your own professional advice before committing funds.

We do not guarantee the identity, solvency, capacity or good faith of any User beyond the verification steps we describe, and verification is not a warranty.

12. Intellectual property

The Platform — including its software, smart contracts, user interfaces, design, text, graphics, data models, documentation, and the TradExim and e-TradeFTZ names and logos — is owned by TradExim or its licensors and is protected by copyright, trademark and other laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes for as long as your account remains active. All rights not expressly granted are reserved.

You may not copy, modify, distribute, publicly display, create derivative works from, or use our marks or branding without our prior written consent. You may not remove or obscure proprietary notices.

If you send us feedback or suggestions, you grant us an unrestricted, royalty-free right to use them without obligation to you.

13. Your content

You retain ownership of the Listings, documents, images and other material you upload ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt for display, and transmit Your Content to the extent necessary to operate the Platform, present it to the parties entitled to see it, meet our legal and record-keeping obligations, and enforce these Terms. This licence survives termination to the extent needed for records retention.

You represent that you own or have the rights to Your Content, that it does not infringe any third party's rights, and that its publication on the Platform will not breach any confidentiality obligation you owe.

We may, but are not obliged to, review Your Content, and we may remove or refuse any content that we consider inaccurate, unlawful, misleading, or in breach of these Terms.

14. Third-party services

The Platform integrates with third-party services including cloud infrastructure, identity and business verification providers, payment processors, banks, wallet providers, and — in some transactions — export credit agencies and government programmes. Your use of those services may be subject to their own terms, and we are not responsible for their acts, omissions, availability, pricing, or decisions.

A verification provider's decision, a bank's refusal to process, or an agency's programme requirement may prevent us from providing part of the service to you. That is not a breach of these Terms by us.

15. Availability and changes to the Platform

We aim to keep the Platform available but do not guarantee uninterrupted access. We may suspend access for maintenance, upgrades, security, or in response to a legal or regulatory requirement, with or without notice where the circumstances require.

We may add, change, restrict or discontinue features. Where a change materially reduces functionality you rely on, we will give reasonable notice where practicable.

We may amend these Terms. We will post the amended version with an updated date and, for material changes, give notice through the Platform or by email before they take effect. Continuing to use the Platform after the effective date means you accept the amended Terms. If you do not accept them, you must stop using the Platform and may close your account, subject to settling any open transactions.

16. Disclaimer of warranties

To the maximum extent permitted by law, the Platform and all content on it are provided "as is" and "as available", and we disclaim all warranties, representations and conditions of any kind, whether express, implied or statutory — including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment.

Without limiting the above, we do not warrant that the Platform will be uninterrupted, error-free or secure; that defects will be corrected; that information supplied by Users is accurate or complete; that any equipment exists, is as described, or is free of encumbrances; that any transaction will complete, settle or produce a return; or that smart contracts or the blockchain network will operate without fault.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply to the fullest extent permitted, and nothing in these Terms limits liability that cannot lawfully be limited — including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

17. Limitation of liability

To the maximum extent permitted by law, TradExim and its directors, officers, employees, contractors, agents and licensors will not be liable for:

• Any indirect, incidental, special, consequential, exemplary or punitive damages.
• Loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, whether direct or indirect.
• Loss or corruption of data, or the cost of procuring substitute services.
• Loss of the value of any Token, holding, investment or asset, including loss caused by market movement, illiquidity, valuation error, or the failure of any counterparty.
• The acts, omissions, insolvency, default or misconduct of any other User, counterparty, bank, payment processor, verification provider, agency, carrier or inspector.
• Loss arising from irreversible blockchain transactions, smart contract defects or exploits, network forks or failures, or the loss or compromise of private keys — whether held by you or by us in a Custodial Wallet.
• Loss arising from an instruction you submitted incorrectly, or from unauthorized access to your account where you did not keep your credentials secure.

This applies regardless of the theory of liability — contract, tort (including negligence), statute or otherwise — and whether or not we were advised that such loss was possible.

Aggregate cap. Our total aggregate liability to you for all claims arising out of or relating to the Platform or these Terms in any twelve-month period will not exceed the greater of (a) the total fees you actually paid to TradExim in that twelve-month period, and (b) CAD $100.

These limitations are a fundamental basis of the bargain between us and apply even if a limited remedy fails of its essential purpose. Nothing in this section limits liability that cannot be limited under applicable law.

18. Indemnity

You will indemnify, defend and hold harmless TradExim and its directors, officers, employees, contractors and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost and expense (including reasonable legal fees) arising out of or relating to: your use of the Platform; your breach of these Terms or of any applicable law; any Listing, content or information you submitted; any transaction you entered into with another User; any misrepresentation you made during verification or in a transaction; and any tax, duty or levy you failed to pay.

We will notify you of any claim we seek indemnity for, and you will not settle a claim in a way that imposes any obligation on us without our prior written consent.

19. Suspension and termination

19.1 By us

We may suspend, restrict or terminate your account, remove your Listings, or refuse to process a transaction, immediately and without prior notice, where:

• You breach these Terms, our Privacy Policy, or any applicable law.
• Verification cannot be completed, fails, expires, or produces a screening result we are unwilling or unable to accept.
• We reasonably suspect fraud, market manipulation, money laundering, sanctions exposure, or unauthorized account access.
• You fail to fund a committed transaction, or repeatedly fail to complete transactions.
• We are required to do so by a regulator, an authority, a court, or a banking or verification partner.
• Continuing to provide the service would expose us to material legal, financial or reputational risk.

We may also terminate accounts on reasonable notice if we discontinue the Platform or the service tier you use.

19.2 By you

You may close your account at any time by contacting us, provided you have no open Listings, unsettled transactions, or outstanding obligations. We may decline to close an account until those are resolved.

19.3 Effect of termination

On termination your right to access the Platform ends immediately. Termination does not affect rights or obligations accrued before it, does not cancel commitments you have already made to a counterparty, and does not entitle you to a refund of fees for services already provided.

We will retain records after termination as described in our Privacy Policy. Records already written to the blockchain ledger remain there. Sections 12, 13, 16, 17, 18, 20 and 21 survive termination.

Where you hold Tokens or funds at termination, we will work with you in good faith to arrange an orderly transfer or return, subject to compliance requirements, the terms of the underlying transaction, and any third-party consent required.

20. Dispute resolution

20.1 Disputes between Users

Disputes about equipment, delivery, documentation, quality, title or payment between Users are between those Users. We are not a party to them and have no obligation to adjudicate. We may, at our discretion and without accepting responsibility, provide transaction records, hold Escrow funds pending resolution, or facilitate communication between the parties.

20.2 Disputes with us

Step 1 — Notice and good-faith discussion. Before starting any formal proceeding, you must send written notice of the dispute to info@e-tradeftz.com describing the issue and the relief sought. We will do the same. The parties will attempt in good faith to resolve the matter within 30 days of that notice.

Step 2 — Mediation. If the dispute is unresolved after 30 days, the parties will attempt to resolve it through mediation in Ontario, Canada, before a single mediator agreed between them, with the mediator's costs shared equally.

Step 3 — Arbitration or courts. If mediation does not resolve the dispute within a further 60 days, the dispute will be finally determined by arbitration before a single arbitrator in Toronto, Ontario, conducted in English under the rules of the ADR Institute of Canada, and judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring the dispute before the courts of Ontario if the other party does not consent to arbitration, and either party may at any time seek injunctive or other urgent relief from a court to protect its intellectual property, confidential information, or to prevent imminent harm.

Claims must be brought individually and not as a class, collective or representative action, to the extent permitted by law. Any claim must be commenced within one year after it arises, or it is permanently barred, except where a longer period is required by law.

20.3 Governing law

These Terms and any dispute arising from them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Nothing in this section deprives you of the benefit of any mandatory consumer or statutory protection that applies to you and cannot be contracted out of under the law of your place of residence.

21. General

• Entire agreement. These Terms, together with the Privacy Policy, Risk & Disclosures, and any specific transaction terms, are the entire agreement between us on this subject and replace all prior discussions.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in force.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganization or sale of our business.
• No third-party beneficiaries. Except for the indemnified parties named in section 18, no one other than you and us has rights under these Terms.
• Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural events, war, civil unrest, sanctions, government action, banking system failure, network or infrastructure outage, or blockchain network failure.
• Notices. We may give you notice by email to the address on your account or by posting in the Platform. You must give us notice by email to info@e-tradeftz.com.
• Language. These Terms are drawn up in English, and English governs. Les parties ont exigé que la présente convention soit rédigée en anglais.

22. Contact

Questions about these Terms:

• Email: info@e-tradeftz.com
• Mail: TradExim, 270 George St. N, Peterborough, Ontario, K9J 3H1, Canada.

See also our Privacy Policy and Risk & Disclosures.