TERMS AND CONDITIONS

TERMS AND CONDITIONS OF RBC TRADE RESOURCES

Last Updated: July 25, 2022

RBC TRADE RESOURCES - LEGAL NOTICE

Publisher:

Export Entreprises SA :

Société Anonyme [Public limited company] with capital of EUR 801,823.68
Headquarters: 1, rue de Stockholm - Paris
Registered with the RCS Paris under the SIREN No. 950571224
Telephone: +33 1 42 56 41 60
Publication Director: Etienne Vauchez, CEO of Export Entreprises
Contact Us: info@export-entreprises.com
The information you provide to info@export-entreprises.com through electronic correspondence is intended for internal use only and will not be published nor passed onto third parties.

RBC TRADE RESOURCES - TERMS OF USE

1. Acceptance of Terms, Modifications and Access to Website
2. Date Usage and Processing of Information
3. Website Content
4. Liability for Website Content
5. Rights to Intellectual and Industrial Property
6. Characteristics of Service
7. Usage Procedures
8. User Obligations
9. Linking and Framing
10. Access from Abroad
11. Changes or Additions
12. Termination of User Access
13. General Information
14. Ownership
15. Violations
16. How to Contact Us

RBC TRADE RESOURCES (the "Website") is governed by the terms and conditions set out below (these "Terms of Use") which are to be followed by all users of the Website. Anyone who accesses the Website must review these Terms of Use in detail and maintain a copy for their records.

The Website is managed by Export Entreprises, based in 1, rue de Stockholm 75008 Paris, France ("EE"), on behalf of Royal Bank of Canada ("Royal Bank").

1. Acceptance of Terms, Modifications and Access to Website

By using the Website, you acknowledge that you have read, understand and agree to be bound by and comply with these Terms of Use and you also consent to the use of electronic signatures. When registering for the Website, a user must provide all mandatory information required in the registration form. If this information is inaccurate, incomplete or out of date, access to the Website may be denied, suspended or terminated. For greater certainty, a user may access the Website without having registered (although access rights may vary), but any such user shall still be deemed to have read, understood and agreed to be bound by and comply with these Terms of Use by using the Website.

EE may modify, alter or update these Terms of Use in whole or in part at any time without prior notice, and such modifications, alterations or updates shall be effective immediately upon posting of the modified, altered or updated Terms of Use to RBC TRADE RESOURCES unless provided otherwise. Any subsequent use of RBC TRADE RESOURCES shall constitute a User's consent to the modification, alteration or update.

During completion of the registration form, new identification data will be created for access (e.g., password), which may be used exclusively by the applicable user (together with users that have not registered for the Website, a "User"). This access information is personal and confidential and each User agrees to handle it confidentially and not to divulge it to third parties in any form, and will promptly notify EE of any unauthorised use of this access information or upon becoming aware of any other information that might compromise the security of the Website. A User will be wholly and solely liable for all activities occurring under their access information.

Access to the Website is available at any time, except for when upgrades or maintenance procedures are occurring, when there are problems that are attributable to the network providers or in accordance with Section 11. Access to the Website by a User is deemed to be confirmation from such User that it is entitled to represent the business on whose behalf it is acting. Every User expressly acknowledges and agrees that EE may restrict access to the Website or delete a User's profile or account without prior notice and at any time, with the consequence that the User may no longer be able to access the Website.

2. Data Usage and Processing of Information

Data which you provide when accessing the RBC Trade Portal will only be used to process your registration or request and for administration of the service.

ROYAL BANK or Export Entreprises will not surrender the data to any third parties, unless there is a legal obligation to do so. Such data may however, within the limits for the current confidentiality regulations, be processed by another company in the ROYAL BANK Group or by another company with which the ROYAL BANK Group cooperates. ROYAL BANK will not, in any way, allow such processors to utilise the data for anything else than purposes for which you have provided your consent.

At the moment an EU-based company, Export Entreprises S.A., processes data on behalf of ROYAL BANK. Export Entreprises S.A. manages the RBC TRADE RESOURCES and will only process data in accordance with ROYAL BANK's instructions.

You may request information about the data relating to you that is processed by ROYAL BANK by submitting a written request to RBC Global Connect Product Manager ROYAL BANK, 88 Queens Quay W, 11^th floor, Toronto, ON, Canada, M5J 0B8. You may also request rectification of erroneous or misleading data by contacting ROYAL BANK at the above address.

You may request information about the data relating to you that is processed by ROYAL BANK or Export Entreprises and request rectification of erroneous or misleading data by contacting community-manager@rbcglobalconnect.rbc.com .

3. Website Content

The Website contains general information and services related to international trade and foreign markets. Unless explicitly stated otherwise, no content on the Website constitutes an offer, a solicitation to enter into a contract or a binding obligation, and no such content is a recommendation or specification for import / export transactions. The content on the Website is for informational purposes only, is intended to complement a User's own research and information, is not to be considered or used as professional advice and does not take into account the individual requirements of a User.

4. Liability for Website Content

Each user's access to and use of the Website is at his or her sole risk. Although the content presented on the Website is updated on a regular basis, the content is not exhaustive or complete and is not to be regarded as such. Much of the content on the Website comes from third-party sources. The content contained on the Website is to be considered "as is" and "as described", with the possible consequence that it is not up-to-date, is inaccurate or is inappropriate and/or inadequate for a User's specific needs and interests. Therefore, none of RBC TRADE RESOURCES, Royal Bank or EE represents, warrants or guarantees the reliability of the content contained on the Website and none of RBC TRADE RESOURCES, Royal Bank or EE assume responsibility for or can be held accountable for:

Any errors or omissions in the content available on the Website; or
Any loss, damage or expense (including, without limitation, legal fees or special, consequential or punitive damages) caused by or relating to the content on the Website or that can be attributed to it, whether or not caused by the negligence of RBC TRADE RESOURCES, Royal Bank or EE.

Hyperlinks to third-party Internet content or presence may also be on the Website (on procedures for creating such links refer to the following Sections). In any such case, the hyperlinks have the sole function of facilitating user navigation and do not create a relationship between the content on the Website and the content on the third-party website, and therefore are entirely outside the responsibility of RBC TRADE RESOURCES, Royal Bank and EE. In addition, the presence of such links may not be taken as an indication or recommendation by RBC TRADE RESOURCES, Royal Bank or EE to visit the linked web pages in any way. None of RBC TRADE RESOURCES, Royal Bank or EE controls such websites or the information contained thereon, with the result that none of them can be held liable in any way for the content, regulations, truth, accuracy or adequacy of the content contained on these third-party pages.

Each User understands and agrees that any content, material and/or data downloaded or otherwise obtained through the use of the Website is at such User's own discretion and risk and that each User will be solely responsible for any damage that results from the download or obtaining of any such content, material and/or data (including, but not limited to, damage to his or her computer system or loss of data).

Each of Royal Bank and EE expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Specifically, neither Royal Bank nor EE makes any warranty that:

The Website or any content, goods or services thereon will meet your requirements;
Any User's access will be uninterrupted, timely, secure or error-free; and
Any errors in the Website or in the software will be corrected.

Neither Royal Bank nor EE shall be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of goods, property, profits, goodwill, use, data or other intangible losses (even if any of Royal Bank or EE has been advised of the possibility of such damages), resulting from: (a) any User's use or inability to use the Website or any services thereon; (b) any goods or services purchased or obtained, messages received or sent or other transactions entered into on or through the Website or any other website, that is in any way related to or linked from the Website or any activity or communications thereon; (c) unauthorized access to or alteration of any User's transmissions or data; or (d) any other matter relating to the Website (including transactions or agreements between Users). In no event shall Royal Bank and EE's total cumulative liability to any User or other party under these Terms of Use or otherwise exceed $1,000.

This limitation of liability is part of the basis of the bargain between you, Royal Bank and EE and without it these Terms of Use would be different. This limitation of liability shall:

Apply regardless of whether: (a) you base your claim in contract, tort, statute or any other legal theory; (b) Royal Bank or EE knew or should have known about the possibility of such damages; or (c) the limited remedies provided in this Section fail of their essential purpose; and
Not apply to any damage that Royal Bank or EE may cause you intentionally or knowingly in violation of these Terms of Use or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in these Terms of Use.

No advice or information, whether oral or written, obtained by any User from or through the Website shall create any warranty not expressly made herein. Moreover, nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Royal Bank, EE and any User or other person or entity nor do these Terms of Use extend rights to any third party. As noted above, neither Royal Bank nor EE does nor can control the actions of Users or other third parties. Each of Royal Bank and EE reserves the right to report any malfeasance that comes to its attention to the appropriate authorities. Neither Royal Bank nor EE guarantees continuous, uninterrupted or secure access to the Website. Operation of the Website may be subject to interference from numerous factors outside of the EE's control. Further, scheduled and preventive maintenance work, as well as required and emergency maintenance work, may temporarily interrupt services or access to the Website.

The foregoing disclaimers of warranty and limitations of liability apply, without limitation, to any damages or injury caused by the failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of or use of any asset, whether arising out of breach of contract, tortious behavior, negligence or any other course of action by the Website, Royal Bank, or EE.

You agree to indemnify each of Royal Bank and EE and to hold each harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by: (a) your failure to comply with these Terms of Use; and (b) any activity in which you engage on, through or related to the Website.

If you are dissatisfied with or harmed by the Website or anything related to the Website, you may request termination of your account and that is your sole and exclusive remedy.

Some countries and jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this Section may not apply to you.

5. Rights to Intellectual and Industrial Property

All content on the Website is protected by the relevant provisions in force for copyright and intellectual and industrial property. Examples of content on the Website are texts, images, photos, movies, databases, graphics, tables and any arbitrary general graphical and/or textual presentation, methods, processes, functions and software that is used for the functioning of the Website. Subject to the provisions in the contract terms for specific fee-based services provided by the Website, Users are not permitted to copy and/or reproduce the contents of the Website completely or partially, temporarily or permanently, in any way or form, without the express written permission of EE and Royal Bank.

The User agrees to use the data and information found on the Website exclusively for their own internal purposes and not to share it - neither for payment nor free of charge - with third parties or market it directly or indirectly. Failure to comply with this condition will result in a User no longer being able to access the Website and any legal action that EE may take for the purpose of obtaining compensation from the subject who committed the transgression.

Likewise, all trademarks, domain names, business names, companies and inscriptions appearing on the Website are property of Royal Bank or EE, or at least property of third parties that maintain business relations of different types with Royal Bank or EE, and are therefore protected by the applicable provisions on distinctive marks. Therefore, the reproduction of same is strictly prohibited in any form or type without express authorisation from Royal Bank or EE and/or the respective legal owner, as applicable. It is also strictly forbidden to register the term "RBC Trade Resources" under any top-level domain name.

Finally, it is strictly forbidden to use any distinctive marks available on the Website, such as meta tags or commands in HTML language, that, even if any visuals or formatting of a certain command are not changed, give electronic agents or search engines instructions for an improvement in ranking of another web presence over that of the Website.

For greater certainty, any content on the Website produced by Royal Bank remains the sole and exclusive property of Royal Bank.

6. Characteristics of Service

Although EE is using innovative solutions to maintain the accessibility of the Website at all times and free of any defects, each User acknowledges that the computer systems used for access could be inaccessible, incompatible or not free from defects, viruses and/or other malfunctions at any time. Consequently, anyone accessing the Website recognises and agrees that its use is "in its present condition, subject to availability."

If any issues arise while on the Website, users can send an email to community-manager@rbcglobalconnect.rbc.com . None of RBC TRADE RESOURCES, Royal Bank or EE assumes any responsibility for any damages incurred due to the lack of accessibility of the Website or as a result of damage caused by viruses, corrupted files, errors, omissions, interruptions of service, deletion of content, problems with the network, providers or telephone connections and/or telematics connections, unauthorised access, data manipulation or malfunction and/or faulty function of the electronic devices of a User.

7. Usage Procedures

Each User agrees that he or she will not either completely or partially copy, reproduce, republish, transfer, charge, transmit, forward or distribute in any form any content from the Website without prior written authorisation from Royal Bank and EE, other than printing, downloading or viewing the contents of the Website in accordance with these Terms of Use and subject to the necessity that all intellectual and/or industrial property rights are respected.

Likewise, the content on the Website may not be fully or partially distributed through communication channels such as the Internet, television or radio systems or any other system without prior written authorisation from Royal Bank and EE and neither Royal Bank or EE will be considered liable in any way if a User utilises the Website or its content without such consent. For greater certainty, Users are fully responsible for their use of the Website and any business or decisions related thereto.

8. User Obligations

The Website is provided solely as a convenience to you. All Users who access the Website confirm that they are of legal age and agree to:

Not use the Website and the material that it contains for purposes that are unlawful, illicit, contrary to current regulations, in violation of third-party rights and/or otherwise prohibited by these Terms of Use;
Not violate any applicable provincial, local, state, national or international law or regulation;
Act responsibly and in good faith when navigating and using the Website;
Use the Website only to benefit from the related services in accordance with these Terms of Use;
Not interact on the Website in the name of or on behalf of a third party without binding authority to do so;
Not copy, modify, transfer or create a derivative work of any part of or content on RBC TRADE RESOURCES;
Not remove, obscure or modify any copyright or other notices concerning any part of or content on RBC TRADE RESOURCES; and
Not sell, resell or offer for any commercial purposes any portion of RBC TRADE RESOURCES, access to RBC TRADE RESOURCES or any content on RBC TRADE RESOURCES without the express written consent of EE and Royal Bank.

In addition, all Users who access the Website agree not to use it themselves or to allow a third party to use it in order to:

Modify, breach, disable or damage existing security features on the Website or to probe their weaknesses;
Intervene in any way in the navigation of the Website or in the use of services offered by Royal Bank or EE (e.g., by attempting to overburden the system or Website itself or to spread viruses);
Access the services offered by EE from a platform other than the Website;
Attempt to circumvent the security measures of the Website or to violate the network in which it exists by accessing data that is not specifically designed for Users or probing the security of other networks (e.g., by "port scanning");
Carry out any form of network monitoring to intercept data that is not specifically designed for individual Users;
Send unsolicited emails including "junk mail" or other advertising materials to those who did not specifically request same. Specifically, Users are expressly forbidden from sending unwanted mass emails ("bulk mail"), including commercial e-mails, messages about promotions or information on political or religious surveys; and
Send or receive information and/or content that is technically harmful (including, but not limited to, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data), can cause unwarranted interference, incidents or attacks, aims to intercept, or attempts to intercept, communications that were transmitted via telecommunications systems or is intended for any type of fraudulent purposes.

Each User agrees to promptly inform EE if it uncovers or becomes aware of any of the circumstances contained in this Section 8 by sending an e-mail community-manager@rbcglobalconnect.rbc.com . Without limiting the generality of Section 7, if you violate any of these provisions your permission to use the Website automatically terminates.

9. Linking and Framing

The Website may contain links to other websites. Neither Royal Bank nor EE exercises any control whatsoever over such other websites and web-based resources and neither Royal Bank nor EE is responsible or liable for the availability nor the accuracy thereof or the content, information, advertising, products, services or other materials thereon. Neither Royal Bank nor EE shall be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any User in connection therewith. Any User's access and use of linked websites, including content, information, advertising, products, services and other materials thereon, is solely at such User's own risk.

It is not permitted without prior written authorisation from EE and Royal Bank to create links within the Website or to create internal and/or additional pages for the Website (i.e., "Deep Links"), or to introduce or present the content of the Website on another website (i.e., "Framing").

In order to obtain such written authorisation, the interested parties must submit a separate application by sending an email to community-manager@rbcglobalconnect.rbc.com . Provided the application for creating a link is approved, the applicant will receive a non-exclusive and non-transferable license for the use of the term "RBC Trade Resources" solely for the purpose of providing a hyperlink from the Internet presence of the respective rights holders to the Website, and any other uses are expressly excluded.

Any violation of this Section 9 may also be punished according to relevant laws as unfair competition.

10. Access from Abroad

Each User who accesses the Website from a country other than Canada must comply fully with these Terms of Use and the laws of the Province of Ontario and the federal laws of Canada applicable therein, and explicitly guarantees to use the Website and its contents in such a way that the above laws are not violated.

11. Changes or Additions

EE can replace, add, modify and/or amend the Website and/or its contents as well as its implemented technology at any time without notice and at its own discretion. In this context, EE discloses that such activities may result in a temporary or permanent loss of access to the Website and/or its content.

12. Termination of User Access

EE retains the right, in its sole discretion, to determine whether a User's conduct is consistent with these Terms of Use and may suspend or terminate any User's account and access to RBC TRADE RESOURCES if that User's conduct is found to be inconsistent with same or for any other reason in its sole discretion.

EE's suspension or termination of any User's account and access to RBC TRADE RESOURCES may be effected with or without notice at any time and, upon such suspension or termination, EE may immediately deactivate or delete said User's account and/or bar any further access to RBC TRADE RESOURCES by such User. None of RBC TRADE RESOURCES, Royal Bank or EE shall be liable to any User or other third party for or relating to any suspension or termination of any User's access to or account on RBC TRADE RESOURCES. In addition, a User's request for termination will result in deactivation but not necessarily deletion of said User's account. EE reserves the right to delete, or not delete, a User's account at EE's sole discretion.

13. General Information

These Terms of Use and the relationship between each User and RBC TRADE RESOURCES, Royal Bank and EE shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each such person or entity agrees to submit to the personal and exclusive jurisdiction of the courts of the Province of Ontario, including with respect to disputes. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, each User and each of RBC TRADE RESOURCES, Royal Bank and EE nevertheless agrees that the court should endeavour to give effect to their intentions as reflected in the relevant Section, and the other Sections of these Terms of Use remain in full force and effect. Should a User object to any Section of these Terms of Use or any subsequent modifications thereto or become dissatisfied with RBC TRADE RESOURCES in any way, the User's only recourse is to immediately discontinue use of RBC TRADE RESOURCES and request termination of his or her account. RBC TRADE RESOURCES', Royal Bank's and/or EE's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such person or entity in writing. Each User and each of RBC TRADE RESOURCES, Royal Bank and EE agrees that any cause of action arising out of or related to the use of RBC TRADE RESOURCES or these Terms of Use must commence within one year after the cause of action arose, otherwise such cause of action is permanently barred. The Section titles in these Terms of Use are solely used for convenience and have no legal or contractual significance.

14. Ownership

RBC TRADE RESOURCES is owned by Royal Bank and operated by Export Entreprises, 1 rue de Stockholm F-75008 Paris | FRANCE.

15. Violations

Please report any violations of these Terms of Use promptly to community-manager@rbcglobalconnect.rbc.com .

16. How to Contact Us

If you have any questions or comments about these Terms of Use, please contact EE online at community-manager@rbcglobalconnect.rbc.com or by physical mail at:

Head office: Export Entreprises,1 rue de Stockholm F-75008, Paris | France

Notices regarding the use of the Website must be sent in writing as a registered letter with return receipt to Export Entreprises, 5115 Trans Island Avenue, Suite 202, Montreal, QC, Canada, H3W 2Z9.

TERMS AND CONDITIONS OF RBC TRADE CLUB

RBC TRADE CLUB - TERMS AND CONDITIONS

RBC TRADE CLUB is a business community. Please behave appropriately and respect its members (e.g. do not spam; do not misrepresent; etc.).
You acknowledge that the Community Manager (as defined below) has the right to moderate, edit and remove contributions, and to delete your account or block your access to RBC TRADE CLUB, as it deems necessary in its sole discretion.
You acknowledge that the content you read on RBC TRADE CLUB was posted by fellow members and may not have been reviewed or edited by the Community Manager at the time you read it.

RBC TRADE CLUB is governed by the following terms and conditions (these "Terms"):

I. Definitions

The following terms shall have the meanings set forth below for all purposes of these Terms:

Business Card: Contains the key details of a Company and can be found in the RBC TRADE CLUB directory. The Community Manager can edit or remove details of a Business Card if the Community Manager deems necessary in its sole discretion.

Business Card Data: Members provide information, fill in forms, post links and upload files to create an extended version of the Business Card of their Company which, together with all other details contained in the Business Card, constitute the Business Card Data. This extended version can be viewed by selecting "See Profile" on a Company's Business Card and shows all available details of that Company. The Community Manager can edit or remove details of the extended version of the Business Card if the Community Manager deems necessary in its sole discretion.

Community Manager: The person or entity charged with building, growing and managing the online community of RBC TRADE CLUB. Royal Bank has appointed Export Entreprises, 1 rue de Stockholm F-75001 France, as the Community Manager. The Community Manager provides its services in English and French and can be reached at community-manager@rbcglobalconnect.rbc.com . Royal Bank reserves the right to appoint a replacement Community Manager at any time in its sole discretion, without notice.

Company: Members provide their Company details on RBC TRADE CLUB. There might be several Members for one Company.

Content: Business Card Data, Messages, Opportunities, all other content posted or found on RBC TRADE CLUB (including Information) and all other communications of/between Members that occurs on RBC TRADE CLUB.

Information: As defined in Section 7.

Member: Members are representatives of Companies which are business customers of Royal Bank and who have created a Business Card. Members act on behalf of their Company on RBC TRADE CLUB. There might be several Members for one Company.

Messages: Messages sent by any Member to any other Member.

Notifications: Notifications are alert messages sent to a registered Member when a new event of interest for its company is published (new message, new matchmaking, new matchmaking from the community manager, etc.). These alerts are sent by email to all registered Members; optionally they can also be sent on mobile phone if the user has decided so and connected to a mobile channel in the "Mobile notifications" section.

Opportunity: An Opportunity is a request for offers posted within the RBC TRADE CLUB by a Member and made available to other users.

Promotional Messages: Subject to the express consent of each Member, RBC TRADE CLUB and Royal Bank, as well as third party vendors selected by Royal Bank, may send promotional messages to Members. All promotional messages will not exceed one per week.

RBC TRADE CLUB: RBC TRADE CLUB is a service provided by Royal Bank to its business customers and is operated by Export Entreprises, 1 rue de Stockholm F-75001 France.

Royal Bank: Royal Bank of Canada, a bank incorporated pursuant to the laws of Canada.

Vendors: Royal Bank may select vendors that provide international trade services to promote their services on RBC TRADE CLUB and via Promotional Messages.

II. Conditions of Use

1. Acceptance of Terms and Modifications
2. No Unlawful or Prohibited Use
3. Members' Obligations
4. Date Usage and Processing of Information
5. Community Manager
6. Communications Charter
7. Content Responsibility
8. Licensing and Terms Applying to Member-Generated Content
9. Opportunities
10. Notifications
11. Third-Party Services and Promotional Messages
12. No Resale
13. General Practices Regarding Usage and Storage
14. Termination of Member Access
15. Links
16. Cookies
17. Indemnity; Disclaimer; Limitations of Liability
18. Trademark Information
19. Copyrights
20. General Information
21. Ownership
22. Violations
23. How to Contact Us

1. Acceptance of Terms and Modifications

If you do not want to register an account and become a Member, do not accept these Terms and do not access, view, download or otherwise use any RBC TRADE CLUB webpage or services. By becoming a Member, you acknowledge that you have read, understand and agree to be bound by and comply with these Terms and you also consent to the use of electronic signatures and acknowledge your click of the "Join" button as an electronic signature.

The Community Manager may modify, alter or update these Terms in whole or in part at any time without prior notice, and such modifications, alterations or updates shall be effective immediately upon posting of the modified, altered or updated Terms to RBC TRADE CLUB unless provided otherwise. Any subsequent use of RBC TRADE CLUB shall constitute a Member's consent to the modification, alteration or update.

2. No Unlawful or Prohibited Use

RBC TRADE CLUB is provided solely as a convenience to you. By using RBC TRADE CLUB, you represent and warrant that you will not use RBC TRADE CLUB, or any of the Content, for any purpose that is unlawful or otherwise prohibited by these Terms.

Without limiting the generality of the foregoing, you agree not to:

Without limiting the generality of Section 12, if you violate any of these provisions your permission to use RBC TRADE CLUB automatically terminates.

3. Members' Obligations

Members act on behalf of their Company and must be linked to a business customer of Royal Bank who has completed its Business Card in order to access RBC TRADE CLUB. Members must:

Provide true, accurate, current and complete Business Card Data; and
Maintain and promptly update their Business Card Data.

Members are wholly and solely responsible for maintaining the confidentiality of their access credentials to RBC TRADE CLUB and are wholly and solely liable for all activities occurring thereunder. Members will promptly notify the Community Manager of any unauthorised use of these access credentials or upon becoming aware of any other information that might compromise the security of RBC TRADE CLUB. RBC TRADE CLUB is not responsible for any misuse or misappropriation of any Content a Member has posted on RBC TRADE CLUB.

The Community Manager encourages Members to respond to all requests (at least to acknowledge receipt), but the Community Manager shall in no case be held responsible for any lack of response. Repeated absence of response by a Member can provide reason for deleting their account or blocking their access to RBC TRADE CLUB as the Community Manager deems necessary in its sole discretion.

Unless explicitly stated otherwise, no Content constitutes an offer, a solicitation to conclude a contract or a binding obligation, and no Content is a recommendation or specification for import / export transactions. The Content is for informational purposes only, is intended to complement a Member's own research and information, is not to be considered or used as professional advice and does not take into account the individual requirements of a Member. Members are fully responsible for their use of RBC TRADE CLUB and any business or decisions related thereto.

RBC TRADE CLUB cannot and will not be liable for any loss or damage arising from a Member's failure to comply with this Section or for any use made by a Member or a Company of any Content on RBC TRADE CLUB. RBC TRADE CLUB and Royal Bank make no representations or warranties whatsoever with respect to any Content, Member, Company or Vendor and expressly disclaim any liability therefor, or for any use of any Content or any information or relationship obtained by the use of RBC TRADE CLUB by any Member or Company.

4. Data Usage and Processing of Information

Royal Bank is the controller of the data processed in the RBC TRADE CLUB. Data which you provide when you fill in a form on RBC TRADE CLUB, or which are otherwise registered in connection therewith, are processed by the bank for:

Access a global business network for Royal Bank business customers only
The possibility to find and engage with business partners abroad

INFORMATION ABOUT PROCESSING OF DATA

Data which you provide when accessing the RBC TRADE CLUB will only be used to process your registration or request and for administration of the service.

Royal Bank or Export Entreprises will not surrender the data to any third parties, unless there is a legal obligation to do so.

Data may however, within the limits for the current confidentiality regulations, be processed by another company in the Royal Bank group or by another company with which the Royal Bank cooperates. Royal Bank will not, in any way, allow such processors to utilize the data for anything else than purposes defined by RBC.

At the moment an EU-based company, Export Entreprises S.A., processes data on behalf of RBC. Export Entreprises S.A. manages the RBC TRADE CLUB and will only process information in accordance with Royal Bank's instructions.

5. Community Manager

The Community Manager has the right to remove, add and make changes to any information on RBC TRADE CLUB. This information includes, but is not limited to, the Content. The Community Manager has the right to restrict Messages and the interaction of Members at any time in its sole discretion. The Community Manager, acting for RBC TRADE CLUB, reserves the right, but has no obligation, to monitor disputes between Members and to restrict, suspend or close accounts if the Community Manager deems necessary in its sole discretion.

All contact with RBC TRADE CLUB, including, but not limited to, messages and contributions to RBC TRADE CLUB, are managed by the Community Manager. By making any contributions or sending any form of communication to RBC TRADE CLUB or otherwise to the Community Manager, you have granted the Community Manager the right and allow the Community Manager to use it in any way the Community Manager deems necessary in its sole discretion. Please do not include any confidential or infringing materials in any contributions or communications.

6. Communications Charter

In order to ensure a high quality of service, Messages will be reviewed by the Community Manager before being forwarded to the intended recipient. Only Messages adhering to the RBC TRADE CLUB Communications Charter will be validated and forwarded to the intended recipients.

The below table provides an overview of the RBC TRADE CLUB Communications Charter:

Unique: Personalized Message sent to one Company.
Target Campaign: Personalized or template Message sent to between 1 and 20 relevant Companies with a specific business goal.
Partnership: Personalized Message sent to Companies providing similar services.
Mass Campaign: Template Message sent to many Companies (20+) with a specific business goal.
Advertising: (a) Personalized or template Message explaining what you do; or (b) Message sent multiple times to the same Company.

	Unique	Target Campaign	Partnership	Mass Campaign	Advertising
Messages exchanged by Companies with similar activity (e.g., wine – wine) / similar activity family (e.g., beverages)
Messages exchanged by Companies from different business sectors but with a valid link (e.g., wine – transport)
Messages exchanged by Companies with/from different activities/sectors
Mix of the first three Message types above	N/A		N/A
Duplicate Messages	starting from the third Message	starting from the third Message	starting from the third Message	starting from the third Message	starting from the third Message

= Message may be validated and forwarded to the recipient by the Community Manager

= Message will be declined and not forwarded to the recipient by the Community Manager

Please note that the above table is only a guideline. The Community Manager has final say in the validation and forwarding of Messages.

The Community Manager can be contacted at community-manager@rbcglobalconnect.rbc.com for further information relating to the RBC TRADE CLUB Communications Charter.

7. Content Responsibility

All Content, information, data, text, software, audio/video content (including sound, graphics and still or moving images, etc.), or any other materials whatsoever (collectively, "Information"), whether publicly-posted or privately-transmitted, is the sole responsibility of the person or entity from whom such Information originated.

This means that a Member, and not RBC TRADE CLUB, is entirely responsible for all Information that he or she downloads, uploads, posts, emails or otherwise transmits via RBC TRADE CLUB. No Member shall transmit Information or otherwise conduct or participate in any activities on RBC TRADE CLUB that, in the sole judgment of the Community Manager, is likely to be prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscene material or the permissible uses of intellectual property. Members may correspond or engage in business with Companies, Members or Vendors based on the product or service descriptions posted on RBC TRADE CLUB. Any such correspondence or business, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or business, are solely between the corresponding Companies, Members and Vendors. None of RBC TRADE CLUB, Royal Bank, the Community Manager, Export Entreprises or any other RBC TRADE CLUB partner bank assumes any liability, obligation or responsibility for any part of any such correspondence or business.

The Community Manager reserves the right to refuse, modify or delete any Information, including, but not limited to, Information of which it becomes aware and deems, in its sole discretion, is not in line with the purpose of RBC TRADE CLUB, violates these Terms or may otherwise be illegal.

Under no circumstances will RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises be liable in any way for any Information, including, but not limited to, liability for any errors or omissions in any Information, or for any loss or damage of any kind incurred as a result of the use of or reliance on any Information posted to, or emailed or otherwise transmitted via, RBC TRADE CLUB.

For greater certainty, any content on RBC TRADE CLUB produced by Royal Bank remains the sole and exclusive property of Royal Bank.

8. LICENSING AND TERMS APPLYING TO MEMBER-GENERATED CONTENT

When posting Information, the submitting Member retains ownership of such Information and, in exchange for being permitted to use RBC TRADE CLUB and benefit from the services offered through RBC TRADE CLUB, grants to RBC TRADE CLUB a worldwide, royalty-free, perpetual, irrevocable license to publish such Information on RBC TRADE CLUB, let other Members and third parties print, view and access it in their web browser while accessing RBC TRADE CLUB, incorporate it in other services related to RBC TRADE CLUB and/or make it available to Members in any form, media or technology now known or later developed such as Apps, RSS feeds, etc.

Subsequently, RBC TRADE CLUB hereby sublicenses to Members and other third parties the right to print, view and access such Information solely within their web browser while accessing RBC TRADE CLUB for their personal use.

If you think someone has stolen or misused your intellectual property on RBC TRADE CLUB, please report it to community-manager@rbcglobalconnect.rbc.com .

9. OPPORTUNITIES

Members have the capacity to:

post requests for offers, called "Opportunities" in the RBC TRADE CLUB
browse and reply to Opportunities published by other Users

Members are wholly and solely responsible for all activities related to the Opportunities that they posted or engaged with. RBC is not responsible for misuse or misappropriation of any Opportunity a Member has posted on RBC TRADE CLUB; RBC assumes no liability, obligation or responsibility for any part of any business originated.

RBC reserves the right to refuse, modify or delete any Opportunity posted by a Member in its sole discretion, that does not fulfill the purpose of the RBC TRADE CLUB or that violates the Terms and Conditions or may be otherwise illegal.

10. Notifications

By registering on the RBC TRADE CLUB, Members consent to receive Notifications from the RBC TRADE CLUB. Such notifications are sent on the email address they have provided when registering, and include communication regarding their activity as well as business alerts for their company (new message, new matchmaking, new matchmaking from the community manager).

Members can also decide to receive such notifications on their mobile phone by registering on the page "My mobile notifications" inside their user account section. This service is free and Members can opt-out at any time directly from their account.

11. THIRD-PARTY SERVICES AND PROMOTIONAL MESSAGES

RBC TRADE CLUB offers various third party services. None of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises accepts any responsibility or liability for any of these services.

RBC TRADE CLUB may include links to third-party websites ("Third-Party Sites"). Members are responsible for evaluating whether they want to access or use a Third-Party Site or third-party service. Members should review any applicable terms or privacy policy of a Third-Party Site before using it or sharing any information, as a third-party may use such information in ways that Royal Bank would not.

12. NO RESALE

Members agree not to sell, resell or offer for any commercial purposes any portion of RBC TRADE CLUB, access to RBC TRADE CLUB, other Members' Content or any other Content without the express written consent of the Community Manager and Royal Bank.

13. GENERAL PRACTICES REGARDING USAGE AND STORAGE

The Community Manager may establish general practices and restrictions concerning the use of RBC TRADE CLUB.

None of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises has any responsibility or liability for the deletion or failure to store of any communications or other Content that occurs or is maintained on or transmitted by RBC TRADE CLUB. The Community Manager reserves the right to mark as "inactive" and to archive or delete accounts and/or Content that are inactive for an extended period of time.

14. TERMINATION OF MEMBER ACCESS

The Community Manager retains the right, in its sole discretion, to determine whether a Member's conduct is consistent with these Terms and may suspend or terminate any Member's account and access to RBC TRADE CLUB if that Member's conduct is found to be inconsistent with these Terms or for any other reason in its sole discretion.

The Community Manager's suspension or termination of any Member's account and access to RBC TRADE CLUB may be effected with or without notice at any time and, upon such suspension or termination, the Community Manager may immediately deactivate or delete said Member's account and/or bar any further access to RBC TRADE CLUB by such Member. None of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises shall be liable to any Member or other third party for or relating to any suspension or termination of any Member's access to or account on RBC TRADE CLUB. In addition, a Member's request for termination will result in deactivation but not necessarily deletion of said Member's account. The Community Manager reserves the right to delete, or not delete, a Member's account or Content in the Community Manager's sole discretion.

15. LINKS

RBC TRADE CLUB may contain, and Members or Vendors may provide, links to other websites. The Community Manager exercises no control whatsoever over such other websites and web-based resources and none of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises is responsible or liable for the availability nor the accuracy thereof or the content, information, advertising, products, services or other materials thereon. None of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises shall be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any Member in connection therewith. Your access and use of linked websites, including content, information, advertising, products, services and other materials thereon, is solely at your own risk.

Members and Companies are not permitted without prior written authorization from the Community Manager and Royal Bank to create links within RBC TRADE CLUB or to create internal and/or additional pages for RBC TRADE CLUB (i.e., "Deep Links"), or to introduce or present the content of RBC TRADE CLUB on another website (i.e., "Framing").

In order to obtain such written authorization, the interested parties must submit a separate application by sending an email to community-manager@rbcglobalconnect.rbc.com . Provided the application for creating a link is approved, the applicant will receive a non-exclusive and non-transferable license for the use of the term "RBC TRADE CLUB" solely for the purpose of providing a hyperlink from the Internet presence of the respective rights holders to RBC TRADE CLUB, and any other uses are expressly excluded.

Any violation of this Section 11 may also be punished according to relevant laws as unfair competition.

16. COOKIES

RBC TRADE CLUB uses cookies (as defined below). When you enter RBC TRADE CLUB, you accept that cookies may be placed on your computer or any other device that you use.

A cookie is a small text file which is stored on your hard disk by the website you visit. The text file contains information and is, among other things, used for supporting the visitor's use of the relevant website. There are two types of cookies. The first type, a persistent cookie, stores a file on your hard disk for a certain period of time. The other type, a session cookie, is only stored temporarily during the time you visit a site. RBC TRADE CLUB uses both types of cookies to help make visit statistics more reliable and to increase the functionality of RBC TRADE CLUB for Members.

A condition to being able to use RBC's Internet services is that you have accepted the use of session cookies. These cookies enable you to carry out your banking transactions in a simple and efficient manner and will disappear when you log off of RBC's services. If you do not want to accept cookies, you can change the security settings of your browser (Internet Explorer, Firefox, Chrome, etc.).

17. INDEMNITY; DISCLAIMER; LIMITATIONS OF LIABILITY

Each Member's use of RBC TRADE CLUB is at his or her sole risk. RBC TRADE CLUB is provided on an "as is" and "as available" basis and none of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises assumes any responsibility for the timeliness, deletion, misdelivery or failure to store of any Member Content, communications or personalization settings. Each Member understands and agrees that any Content, material and/or data downloaded or otherwise obtained through the use of RBC TRADE CLUB is at such Member's own discretion and risk and that each Member will be solely responsible for any damage that results from the download or obtaining of any such Content, material and/or data (including, but not limited to, damage to his or her computer system or loss of data).

Each of RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Specifically, none of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises makes any warranty that:

RBC TRADE CLUB or any Content, goods or services thereon will meet your requirements;
Any Member access will be uninterrupted, timely, secure or error-free;
The quality of any content, goods, products, services, information or other material obtained by any Member from any other Member or any Vendor will meet his or her expectations; and
Any errors in the Content or in the software will be corrected.

None of RBC TRADE CLUB, Royal Bank, the Community Manager, Export Entreprises or any other RBC TRADE CLUB partner bank shall be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of goods, property, profits, goodwill, use, data or other intangible losses (even if any of RBC TRADE CLUB, Royal Bank, the Community Manager, Export Entreprises or any other RBC TRADE CLUB partner bank has been advised of the possibility of such damages), resulting from: (a) any Member's use or inability to use RBC TRADE CLUB or any services thereon; (b) any goods or services purchased or obtained, messages received or sent or other transactions entered into on or through any website operated by or on behalf of Royal Bank, any website operated by or on behalf of any other RBC TRADE CLUB partner bank or any other website, that is in any way related to RBC TRADE CLUB or any activity or communications thereon; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any Member or other third party on or related to RBC TRADE CLUB; or (e) any other matter relating to RBC TRADE CLUB or RBC TRADE RESOURCES (including transactions or agreements between Members). In no event shall RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises' total cumulative liability to any Member or other party under these Terms or otherwise exceed $1,000.

This limitation of liability is part of the basis of the bargain between you, RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises and without it these Terms would be different. This limitation of liability shall:

Apply regardless of whether: (a) you base your claim in contract, tort, statute or any other legal theory; (b) RBC TRADE CLUB, Royal Bank, the Community Manager, Export Entreprises or any other RBC TRADE CLUB partner bank knew or should have known about the possibility of such damages; or (c) the limited remedies provided in this Section fail of their essential purpose; and
Not apply to any damage that RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises may cause you intentionally or knowingly in violation of these Terms or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in these Terms

No advice or information, whether oral or written, obtained by any Member from or through RBC TRADE CLUB shall create any warranty not expressly made herein. Moreover, nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises and any Member or other person or entity nor do these Terms extend rights to any third party. As noted above, none of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises does nor can control the actions of Members, Vendors or other third parties. Each of RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises reserves the right to report any malfeasance that comes to its attention to the appropriate authorities. None of RBC TRADE CLUB, Royal Bank, the Community Manager or Export Entreprises guarantees continuous, uninterrupted or secure access to RBC TRADE CLUB. Operation of RBC TRADE CLUB may be subject to interference from numerous factors outside of the Community Manager's control. Further, scheduled and preventive maintenance work, as well as required and emergency maintenance work, may temporarily interrupt services or access to RBC TRADE CLUB.

You agree to indemnify any and all of RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises and to hold each harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by: (a) your failure to comply with these Terms, including, without limitation, any submission of Content that violates third party rights or applicable laws; (b) any Content you submit to RBC TRADE CLUB; and (c) any activity in which you engage on, through or related to RBC TRADE CLUB.

If you are dissatisfied with or harmed by RBC TRADE CLUB or anything related to RBC TRADE CLUB, you may request termination of your account and that is your sole and exclusive remedy.

Some countries and jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this Section may not apply to you.

18. TRADEMARK INFORMATION

RBC TRADE CLUB, Royal Bank and the logos included on RBC TRADE CLUB are registered trademarks, service marks and products and service names. They may not be used by any third parties without the express written consent of Royal Bank.

19. COPYRIGHTS

The Community Manager responds promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on RBC TRADE CLUB in a way that constitutes copyright infringement, you may notify the Community Manager by providing community-manager@rbcglobalconnect.rbc.com with the following information in writing:

The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Community Manager to locate the material, including the full URL;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
A statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

If the Community Manager receives such a claim, it reserves the right to refuse or delete Content as described under Section 7 hereto, or to terminate any Member's account and access in accordance with Section 12.

20. GENERAL INFORMATION

These Terms and the relationship between each Member and RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each such person or entity agrees to submit to the personal and exclusive jurisdiction of the courts of the Province of Ontario, including with respect to disputes. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, each Member and each of RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises nevertheless agrees that the court should endeavour to give effect to their intentions as reflected in the relevant Section, and the other Sections of these Terms remain in full force and effect. Each Member or Company which accesses RBC TRADE CLUB from a country other than Canada must comply fully with these Terms and the laws of the Province of Ontario and the federal laws of Canada applicable therein, and explicitly guarantees to use RBC TRADE CLUB and its contents in such a way that the above laws are not violated.

Should a Member object to any Section of these Terms or any subsequent modifications thereto or become dissatisfied with RBC TRADE CLUB in any way, the Member's only recourse is to immediately discontinue use of RBC TRADE CLUB and request termination of his or her account. RBC TRADE CLUB's, Royal Bank's, the Community Manager's and/or Export Entreprises' failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such person or entity in writing. Each Member and each of RBC TRADE CLUB, Royal Bank, the Community Manager and Export Entreprises agrees that any cause of action arising out of or related to the use of RBC TRADE CLUB or these Terms must commence within one year after the cause of action arose, otherwise such cause of action is permanently barred. The Section titles in these Terms are solely used for convenience and have no legal or contractual significance.

21. OWNERSHIP

RBC TRADE CLUB is owned by Royal Bank and operated by Export Entreprises, 1 rue de Stockholm F-75008 Paris | FRANCE.

22. VIOLATIONS

Please report any violations of these Terms promptly (except for claims of copyright infringement, which shall be governed by Section 17) to community-manager@rbcglobalconnect.rbc.com .

23. HOW TO CONTACT US

If you have any questions or comments about these Terms, please contact the Community Manager online at community-manager@rbcglobalconnect.rbc.com or by physical mail at:

Head office: Export Entreprises, 1 rue de Stockholm F-75008, Paris | France

Notices regarding the use of RBC TRADE CLUB must be sent in writing as a registered letter with return receipt to Export Entreprises, 5115 Trans Island Avenue, Suite 202, Montreal, QC, Canada, H3W 2Z9.