By accessing the Site, viewing Content or by using any of the Services or by using any Site applications (including mobile and desktop applications), you agree to be bound by these Terms, which govern the relationship between you and Tradalaxy in relation to the Site and the Services (“Agreement”). These Terms affect your legal rights and obligations. If you do not agree to the Terms, please do not use the Site.
When the term is used herein, “Services” include, but are not limited to, any service or Product we make available to or perform for you through the Site.
We may revise these Terms from time to time and the most current version will always be posted to our website. If a revision is, in our sole discretion, material we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Site and Services, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, please stop using the Site and/or Services.
The Site and Services are intended for use only by those individuals who are at least the age of majority in their jurisdiction (the “Age of Majority”). If you are not the Age of Majority or older, you are not authorized to use the Site and Services without the permission and supervision of your parent or legal guardian. If you are under the Age of Majority, you warrant that you have the express permission of your parent or legal guardian to use the Site and the Services. If you are a parent or legal guardian and have authorised a minor to use the Site and Services, you agree that you are responsible for the online conduct of the minor, and for the consequences of any misuse of the Site and/or Services by the minor.
You agree that you are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and/or Services and all charges related thereto. We shall not be liable for any damages to your or any user’s equipment, or for any data charges resulting from the use of this Site.
The Site is owned and operated in Ontario, Canada and as such, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. By using the Site and/or the Services, you represent and warrant to Tradalaxy that you are authorized to use the Site and that your use of the Site and/or Services (i) will be in accordance with any applicable laws which apply to your use of the Site and/or Services; and (ii) does and will not violate any applicable laws.
Tradalaxy reserves the right to reject, in its full discretion, any and all orders or purchases made on the Site.
You understand you will be responsible for paying all fees and applicable taxes associated with using the Services. You will be responsible for paying any duty, taxes, or brokerage fees applicable to the purchases that you make using the Services (“Taxes”). Some portions of the Services may require payment. You agree to make payment of any fees properly payable with respect to your use of the Services, with such fees being as communicated to you at the time you agree to make use of such Services.
Tradalaxy reserves the right to change its pricing policy and structures at any time and from time to time; such changes are effective when Tradalaxy posts the same to the Site. Tradalaxy may, in its sole discretion, change some or all of Services at any time. In the event Tradalaxy introduces a new product or service, the pricing for that product or service is effective at the launch of the product or service. Unless otherwise stated, all fees are quoted in CDN Dollars.
In consideration of your use of the Site and Services, you agree to: (a) provide accurate information as prompted on the Site or through the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Tradalaxy has reasonable grounds to suspect that such information is inaccurate, Tradalaxy may suspend or terminate your use of the Services and/or the Site and/or decline to permit your continued use of the Site and/or the Services and future access to the Site and/or the Services.
To access certain parts of the Site or Services, you may be required to open an online account with Tradalaxy, in which case you will have to create a username and password and to provide registration information, including email, first name, last name, password, company name, phone number, country of office location, description of type of business you represent.
You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your credentials. You must notify Tradalaxy immediately of any unauthorized use of your password or account or any other breach of security. Tradalaxy assumes no liability for any loss or damage arising from any unauthorized use of your credentials by a third party.
If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.
If you are under the Age of Majority then you must obtain the permission of your parent or legal guardian prior to registering an account. Your parent or legal guardian will then be responsible for your online conduct, and the consequences of any misuse of the Site.
You must immediately notify Tradalaxy upon becoming aware of any unauthorized access or any other security breach to the Site or the Services and do everything possible to mitigate the unauthorized access or security breach (including preserving any evidence and notifying appropriate authorities). You are solely responsible for securing your password. Tradalaxy will not be liable for any loss or damage arising from unauthorised access of your account resulting from the failure to secure your credentials.
As a condition to using the Site and/or Services, you promise not to use the Site and/or Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by Tradalaxy. By way of example, and not as a limitation, you agree not to use the Site and/or Services:
Tradalaxy shall have the right, but no obligation, to monitor the content and your activities on the Site and/or Services to determine compliance with these Terms and any other operating rules we establish. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, or to refuse any purchase orders that in Tradalaxy''s sole discretion is inappropriate, objectionable or in violation of these Terms.
Tradalaxy neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Site and/or Services, whether it is provided by Tradalaxy, our employees, or a third party. Under no circumstances will Tradalaxy be liable for any loss or damage of any kind caused by reliance on information obtained through the Site or Services. Neither Tradalaxy nor any third party content provider shall assume or have any liability for any action or inaction by Tradalaxy or any third party content provider with respect to any conduct, communication or posting on the Site and/or Services.
Tradalaxy may terminate or suspend any and all Services and/or your user account immediately, without prior notice or liability, including without limitation if you breach the Terms. Upon termination of your account, your licence will be revoked and your right to use the Site and/or Services will immediately cease. If you wish to terminate your Tradalaxy account, you may simply discontinue using the Site and/or Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, indemnity and limitations of liability.
For greater certainty, any obligation on your part to pay a fee to Tradalaxy or its Payment Partners pursuant to these Terms or any other agreement between you and Tradalaxy shall survive termination or suspension, whether by you or Tradalaxy. Any fee so payable will remain payable and your failure to pay such fee within a reasonable time shall be deemed to constitute a breach of your agreement with Tradalaxy and may result in legal action. Furthermore, your failure to pay any such fee shall be a ground for termination of your license to use the Site.
The Site and/or Services may provide, or third parties may provide, links to other websites or resources. Because Tradalaxy has no control over such sites and resources, you acknowledge and agree that Tradalaxy is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Tradalaxy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.
Unless you are advised otherwise, everything you see or read on the Site and/or Services is subject to copyright, trade mark or other forms of legal protection owned by or licensed by third parties to Tradalaxy. Content may not be used except as provided in these Terms or in the text of the Site and/or Services without the written permission of Tradalaxy.
Images displayed on the Site and/or Services are either the property of, or used with permission by, Tradalaxy. Use of these images by you, or anyone authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Site. Any unauthorized use of such images or other Content may violate the law.
The trade-marks and logos (collectively the “Trade-marks”) displayed on the Site and/or Services are registered and unregistered Trade-marks. Nothing contained in the Site and/or Services gives you permission to use these Trade-marks, and your use of the Trade-marks is strictly prohibited. Tradalaxy reserves the right to enforce its intellectual property rights where applicable.
You will retain the intellectual property rights in and to any content you submit to the Site, provided, however, that by submitting such content (“User Content”), you will be deemed to have granted Tradalaxy the following perpetual worldwide, royalty-free, non-exclusive, sub-licensable, and transferable rights and licenses:
By submitting User Content for inclusion on the Site, you also grant the following rights and non-exclusive, royalty-free, worldwide licenses to others:
You will indemnify, defend, and hold harmless Tradalaxy against any actual or threatened third party Claim arising out of or based upon any breach of these Terms, and indemnify Tradalaxy from all damages, costs, and attorneys’ fees finally awarded in any such Claim or all amounts that you agree to pay to any third party to settle any such Claim. Your obligation under this section is contingent on:(a)Tradalaxy giving you prompt written notice of the Claim; (b)Tradalaxy granting you full and complete control over the defense and settlement of the Claim; (c) Tradalaxy providing assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) Tradalaxy''s compliance with any settlement or court order made in connection with the Claim, provided that you may not agree to any settlement that imposes any obligation on Tradalaxy without Tradalaxy's consent. Tradalaxy will not defend or settle any Claim eligible for indemnification under this section without your prior written consent.
You hereby expressly and irrevocably release and forever discharge Tradalaxy, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services, including, but not limited to, the use of the Products.
In no event shall Tradalaxy be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Site, the Services or any Content (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, (ii) to provide substitute goods or services (however arising), or (iii) for any direct damages in excess of (in the aggregate) the amounts paid to Tradalaxy by the entity claiming liability as against Tradalaxy within the year immediately preceding the date on which such liability is alleged to have arisen.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR SPECIFICALLY COMMUNICATED TO YOU BY TRADALAXY WITH RESPECT TO CERTAIN PRODUCTS AND/OR SERVICES OFFERED BY TRADALAXY ON THE SITE, THIS SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES OR PRODUCTS ARE PROVIDED BY TRADALAXY ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADALAXY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES OR PRODUCTS ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TRADALAXY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, TRADALAXY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIS SITE AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. TRADALAXY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THIS SITE.
BY USING SITE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, SERVICES, OR PRODUCTS ASSOCIATED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, AND ANY ASSOCIATED SERVICES IS SOLELY AT YOUR OWN RISK. TRADALAXY DOES NOT WARRANT OR GUARANTEE THAT ITS SITE OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF TRADALAXY ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, TRADALAXY DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SITE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND TRADALAXY, OR BETWEEN YOU AND ANY OTHER USER OF THE SITE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
Certain Services require the use of third-party agents for the fulfillment of certain portions of such Services (each an “Agent”). By agreeing to act as an Agent for the Site, you agree to these Terms.
In the event of any conflict between the Agent Terms and the Default Agent Terms, the Default Agent Terms shall prevail, but only to the extent of the conflict.
By submitting a product for sale through the Site (a “User Product”), you represent and warrant that:
Tradalaxy maintains reasonable safeguards and personnel policies that are designed to guard the Site, the Services, our systems and our sellers’, customers’, business partners’ and others’ information. For example, for the security of your online visit to the Site, Tradalaxy may make use of firewall barriers, encryption techniques and/or authentication procedures.
Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while Tradalaxy strives to protect your information, it cannot ensure or warrant the security of any Content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Tradalaxy will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you provided to us when you registered with the Site.
When you visit the Site, use the Services or send emails to Tradalaxy, you are communicating with us electronically. You consent to receive communications from Tradalaxy electronically. Tradalaxy may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Tradalaxy provides to you electronically satisfy any legal requirement that such communications be in writing.
These Terms are in addition to, and do not nullify, any other agreement between you and Tradalaxy or any other applicable terms and conditions found on the Site. In the case of any direct conflict between these Terms and any other agreement between you and Tradalaxy, the provisions of such other agreement shall prevail but only to the extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Site. Notwithstanding the above, when you use a Payment Partner in order to make a payment, your use of that service is governed by their respective user agreements.
If a dispute arises out of, or in connection with this Agreement, the parties agree to first meet to pursue resolution through negotiation.
No agency, partnership, joint venture, or employment is created as a result of the Terms and you have no authority of any kind to bind Tradalaxy in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Tradalaxy shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond Tradalaxy''s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). Tradalaxy may transfer, assign or delegate the Terms and its rights and obligations without consent.
Any of these Terms which by its nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms and any such invalid or unenforceable term shall be deemed to be severable.
All notices or other correspondence to Tradalaxy under this Agreement must be sent to the following electronic mail address for such purpose: [email protected].
If you have any questions about this Agreement or if you wish to report breaches of this Agreement, please contact us at the address listed above.