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Terms

Terms of Use
1. Introduction, Acceptance, Definitions, and Modifications
These Terms of Use (the “TOU”) apply to the website at https://www.transactiveltd.com (the “Website”)
which includes all subdomains present and future. We hope you enjoy your visit and / or use of the
Website, which may include the use of the “Services”, the propriety software system that Transactive has
developed to facilitate the making of payments to third party individuals or companies around the world
(“Recipients”) as well as other related
services. The Services are more fully defined herein below. For further clarity, any mention of the Website
in these TOU includes the Services, as the Services are accessed on a subdomain of the Website.
By visiting and / or using the Website, or by clicking the acceptance box upon signing up for an
account, you agree to be bound by the terms of the present agreement, the TOU, without any
reservations, modifications, additions or deletions. If you do not agree to all the provisions
contained in the TOU, you are not authorized to use the Website. The TOU are a legal and binding
agreement between you and us.
The Services may only be used by legally-constituted entities including but not limited to
corporations, partnerships, and legal organizations (hereinafter “Legal Entities”). If you are an
individual using the Services on behalf of a Legal Entity, you represent and warrant that you have
the capacity and authority to enter into the TOU on behalf of the Legal Entity, and hereby agree to
be bound by the terms of the TOU on behalf of that Legal Entity.
The Website is owned and operated by Transactive Systems Ltd. (“Transactive”), a corporation located
at 15 Wrotham Business Park, Barnet, Hertfordshire, EN5 4SZ. Where the present TOU refers to
“Transactive”, it may refer to Transactive Systems Ltd. and / or its officers, directors, employees, agents
or representatives, depending on the context. Any reference to “we”, “our”, or “us” in these TOU, a
Website visitor or user, or the Legal Entity they represent (depending on the context), may be referred to
as “you” or “your”. When a Website user has created an account and is logged in to the Services, they
may be referred to as a “Logged-in User”.
Transactive reserves the right, at any time and without prior notice, to modify or replace any of the TOU.
Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically
for changes. Your use of the Website following the posting of any changes to the TOU constitutes
acceptance of those changes. If we make any substantial changes to the TOU that materially affect your
legal relationship with Transactive, we will use commercially reasonable efforts to notify you by sending a
notice to the primary email address specified in your account or by posting a prominent notice when you
log in to your account for the first time following those changes.
The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your
use of the Website.
If you have any questions about the TOU, please contact:
Transactive Compliance
compliance@transactiveltd.com
or:
Transactive Compliance
15 Wrotham Business Park
Barnet, Hertfordshire
United Kingdom, EN5 4SZ

2. General Code of Conduct for Use of the Website
In addition to the more specific rules found later in these TOU, you agree that by visiting and / or using
the Website, you will:
(i) Not use the Website in any manner that in any way violates these TOU;
(ii) Not use the Website in any manner that violates any intellectual property rights of any third party;
(iii) Not use the Website other than for your own personal use, on behalf of your Legal Entity, or for other
Authorized Users (as defined below) on your account;
(iv) Not use the Website in any manner to propagate spam, including but not limited to unsolicited
advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
(v) Not use the Website in any manner to propagate software viruses, Trojan horses, worms, or any other
malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt,
damage, limit or interfere with the proper function of any software, hardware, or telecommunications
equipment in any form whether belonging to Transactive or a third party, or to damage or obtain
unauthorized access to any system, data, password or other information (whether Personal Information or
not) of Transactive, other Website users, or any other third party;
(vi) Not: (1) take any action that imposes or may impose (as determined by Transactive in its sole
discretion) an unreasonable or disproportionately large load on Transactive’ (or its third party providers’)
infrastructures;
(2) interfere or attempt to interfere with the proper functioning of the Website or any activities conducted
on the Website;
(3) bypass any measures Transactive may use to prevent or restrict access to the Website or any
element thereof;
(4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the
Website; or
(5) harvest or scrape any content from the Website in an unreasonable manner;
(vii) Use the Website in good faith, and in compliance with all applicable local, state, provincial, national,
and international laws.
3. Accounts, Passwords and Logged-in Users
In order to use the Services, you are required to create an account. Accounts are free, and are available
to anyone who provides the requisite information. The information required to create an account is the
following: a valid email address, your full name, your company name, your company website, and your
phone number. This information plus any additional non-mandatory information you submit as part of the
sign-up process or at a subsequent time may be referred to in the present TOU or the Privacy Policy as
“Account Information”.
As part of the account registration process, you will be asked to choose a password. It is your
responsibility to create a password of sufficient strength that cannot easily be discovered by third parties.
If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every
session, or not leave a logged-in account unattended for any period of time. Transactive, its affiliates, and
their respective shareholders, officers, directors, employees, agents, partners, principals, representatives,
successors and assigns (collectively “Representatives”), will not be held liable for any losses or damages,
direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the
session, an unattended logged-in session, or a third party using the Services with your account
information and accessing your account through any means, and disclaims any responsibility in this
regard.

In addition to your personal account, you may choose to add additional team members from your Legal
Entity who shall be able to use the Services as part of your account, by submitting additional Account
Information as described in the Privacy Policy. These individuals may be referred to in these TOU or the
Privacy Policy as “Authorized Users”. You shall be responsible for the rights and obligations under these
TOU or the Privacy Policy of any Authorized User for whom you have created a sub-account in this
manner. Any violations of these TOU by an Authorized User whose account was created by you shall be
your sole responsibility, and you shall be liable for any actions taken by Transactive subsequent to such a
violation.
Transactive reserves the right to terminate your account, or the account of any Authorized User, at its
sole discretion, at any time and for any reason, including but not limited to whether you (or the Authorized
User, as applicable) have violated the letter or spirit of the TOU, as more further described hereinbelow.
4. Use of the Services
By using the Services, you agree to be bound by the terms of the present section, in addition to the terms
found elsewhere in these TOU.
a. Definition of the Services and the Role of Transactive
The Services are a propriety software system that Transactive has developed to facilitate the making of
payments to Recipients, as well as additional related functionalities and services such as tax compliance.
Transactive is not a bank or a Money Services Business (“MSB”) and Transactive does not offer banking
or MSB services. Transactive only provides the Services which are used to facilitate your making of
payments using an Electronic Money Institution license (“EMI”) (as defined in section 4b. below).
b. Acceptance Process
In addition to having an account, in order to use the Services in their entirety, you must submit certain
information about you, your Legal Entity, and financial information as more fully described in the Privacy
Policy (hereinafter “Onboarding Information”). By submitting this Onboarding Information, you represent
and warrant that: (i) all the Onboarding Information you submit is truthful and accurate, to the best your
knowledge;
and (ii) you shall provide any additional information pertinent the acceptance process when requested by
us, which shall also be truthful and accurate to the best of your knowledge. Upon receipt of your
Onboarding Information, Transactive shall determine if you are eligible to use the Services. Transactive
reserves the right, in its absolute discretion, to determine whether you have been accepted to use the
Services. Transactive or its Representatives shall not be held liable for any losses or damages, direct or
indirect, pecuniary or non-pecuniary, resulting from our denial of your access to the Services.
If you have been accepted to use the Services, you may be referred to as a “Client” in the TOU or the
Privacy Policy.
c. Client Agreement
Upon becoming a Client, we shall forward to you a Client Agreement between you (as a representative of
your Legal Entity) and a third party financial services partner, which may vary depending on your country
of origin (hereinafter “Financial Services Provider”). The Client Agreement governs the making of
payments to Recipients, facilitated by the Services. It is your responsibility to execute this Client
Agreement with the Financial Services Provider, and to adhere to the terms and conditions therein at all
times when using the Services.
Notwithstanding that Transactive has contracted with the Financial Services Providers we use, we have
no control over their activities or business nor the terms and conditions of the Client Agreement.
Transactive acts only to facilitate payments made to Recipients via the Financial Services Provider.
Transactive or its Representatives shall not be held liable for any losses or damages, direct or indirect,
pecuniary or non-pecuniary, resulting from the actions or omissions of any Financial Services Provider, or

your violation of the terms of any executed Client Agreement, and expressly disclaims any responsibility
in this regard.
d. Payment of Fees
By using the Services, you agree to pay the applicable fees as outlined on the pricing section of our
website or negotiated in your Client Agreement, which shall also be communicated with you upon your
becoming a Client (hereinafter “Fees”). Standard fees are listed in U.S. dollars, however, fees may vary
according to the currency chosen for payment.  As a Logged-in User, detailed fees can be found in your
account under “Fee Schedule”. Fees do not include any applicable taxes in any form, duties, export or
import fees, or any similar governmental charges; you shall solely be responsible for payment of any such
charges and shall indemnify Transactive for any claim MADE against Transactive, its affiliates or their
respective Representatives in connection therewith. The Fees may be adjusted from time to time; you will
be given sufficient notice upon adjustment of the amount of the Fees.
Payment of the Fees shall occur without your intervention. Our Financial Services Provider shall add the
Fees to your payments made to Recipients.
e. Third Party Payment Providers
You may choose to use the Services to make payments to Recipients via “Third Party Payment
Providers” such as PayPal. When you use these Services in this manner, you acknowledge and agree
that you will comply with any Terms of Service or User Agreement or similar contract between you and
the Third Party Payment Provider. Transactive or its Representatives shall not be held liable for any
losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions
of any Third Party Payment Provider, and expressly disclaims any responsibility in this regard. Any fees
for use of a Third Party Payment Provider to make payments to Recipients shall be borne by you. In
addition to the fees owed to the Third Party Payment Provider, you shall also pay the Fees payable to
Transactive.
f. Additional Terms
By using the Services, you acknowledge and agree that any payments to Recipients that are facilitated by
using the Services are made for services rendered that in no way violate any applicable civil or criminal
law, in either your jurisdiction or the jurisdiction of the Recipient.
Furthermore, both Transactive and any Third Party Payment Provider retain the absolute right to refuse to
offer the Services or facilitate or complete any payments to Recipients where payments are to be made
for services that we or the Third Party Payment Provider may consider “high risk” or that in any way
violate any Client Agreement. This paragraph shall apply even if you have been accepted use the
Services generally.
5. Copyright and Intellectual Property Rights
a. General
The content, arrangement and layout of the Website and Computer Code (as defined below) are
proprietary to Transactive, either owned or under license, and may not be copied, imitated, reproduced,
displayed, distributed, transmitted, decompiled, derivative works made from or otherwise used without the
express permission of Transactive, or as permitted by the functionality of the Website or these TOU. Any
unauthorized use of the content, arrangement or layout of the Website, Computer Code, images, logos,
videos, audio or trademarks found in the Website or any derivative works thereof may violate civil or
criminal laws, including but not limited to intellectual property laws, and Transactive may take action
accordingly.
The above paragraph further applies to third party property used as part of the Website, including but not
limited to third party Computer Code. For the purposes of the present section, “Computer Code” includes
but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, or
JavaScript or similar files, templates, modules, or any similar files, and related documentation.

If you choose to communicate to Transactive suggestions for improvements to the Website and / or the
Services, (collectively, “Feedback”), Transactive shall own all right, title, and interest in and to the
Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all
right, title and interest in and to the Feedback to Transactive and waive in favor of Transactive, its
successors and assigns all your moral rights in the Feedback, and agree to provide Transactive such
assistance as Transactive may require to document, perfect, and maintain Transactive’ rights to the
Feedback. You acknowledge and agree that, by providing any Feedback to Transactive, you are not
entitled to any compensation or reimbursement of any kind from Transactive under any circumstances.
b. Application Programming Interface (“API”)
If you choose to download and use the Transactive API, no ownership in the API or its constituent
Computer Code is transferred to you. We hereby grant you a non-exclusive, worldwide, personal, non-
transferable, non-assignable, non-sublicensable, royalty-free license to use the API as contemplated in
the API documentation.
6. External Links
From time to time Transactive may provide links to other websites or services. Links from the Website
may take you to websites or services not covered by these TOU. When you access third party resources
on the Internet in this manner, you do so at your own risk. Transactive provides those links as a
convenience to you and Transactive takes no responsibility for your use of those other websites or
services or protection of your privacy (including collection of your personal information) on those other
websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website
or service you visit. Transactive does not make any claim or warranty whatsoever about the content of
those websites or services to which we link, or any products or services available through those websites
or the third parties operating those websites.
In no way will Transactive or its Representatives be held responsible for any damages, direct or indirect,
pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the
Website or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file
received as a result of your use of those websites or services; (3) caused by or in connection with, use of
or reliance on any content, or products or services (whether free or for purchase) available on or through
any linked-to website or service; or (4) for the actions of the operators of any such website or service.
7. Interruption of Service
From time to time, the Website may be unavailable for periods of time for maintenance and / or
modifications to the Website. While we will endeavour to make this unavailability as brief as possible,
Transactive or its Representatives shall not be held liable for any losses or damages, pecuniary or non-
pecuniary, resulting from the interruption of the normal functioning of the Website, and disclaims any
responsibility thereto.
8. Data Protection
This section applies to the extent that you or Transactive process data to which European data protection
laws apply.
The term “GDPR” also “General Data Protection Regulation”, means the Regulation (EU) 2016/679 of the
European Parliament and of the Council of 27 April 2016, as amended from time to time.
The terms “Personal Data”, “Data Subject”, “Data Controller”, “Data Processor” and “processing” shall
have the meaning given to them in the GDPR.
“EU Data Protection Laws” means any applicable laws relating to the protection of personal data including
but not limited the GDPR, national laws relating to data protection, applicable industry standards, the EU-

US Privacy Shield Framework, any guidance issued by a competent data protection authority in the UK or
at a place of business of the Client if the Client has a place of business in the EU.
In this Agreement, a Party that acts as a Data Controller with respect to certain Personal Data shall be
referred to as a “Controlling Party” and a Party that acts as a Data Processor with respect to certain
Personal Data shall be referred to as a “Processing Party” with respect to the Personal Data in question.
Nothing in this Agreement shall make the Parties joint Data Controllers. Each Party shall refrain from any
communication or other acts vis-à-vis third parties that may declare, imply or suggest that the parties are
joint Data Controllers.
Each Party has taken commercially reasonable steps to maintain appropriate administrative,
organisational, physical, and technical safeguards for protection of the security, confidentiality and
integrity of Personal Data.
Each Party shall:
(a) process all Personal Data in accordance with applicable Data Protection Laws;
(b) limit the processing of Personal Data to the purpose of fulfilling its obligations under this Agreement
and/or any obligations of a Party towards a Client or Data Subject;
(c) promptly correct any incorrect Personal Data or update Personal Data at the request of the Data
Subject.
A Processing Party shall:
(d) follow all reasonable instructions of the Controlling Party with respect to the processing of Personal
Data; the reasonableness of the instruction is to be assessed against Data Protection Laws and the rights
of Data Subjects; where it is commercially unreasonable for the Processing Party to follow the instruction
free of charge, the Controlling Party shall undertake to indemnify the Processing Party when giving the
instruction;
(e) immediately inform the Controlling Party of any IT security incident or other incident affecting Personal
Data and which may have a negative impact on the rights of a Data Subject with respect to the processed
Personal Data; to this effect the Parties shall put in place and maintain relevant communication channels
for urgent communication;
(f) forward, without undue delay, to the Controlling Party any communication from regulators or Data
Subjects (including but not limited to complaints, data subject access requests, data correction or deletion
requests, data migration requests) that is relevant for the Controlling Party;
(g) not transfer any Personal Data outside the EEA unless:
i. the transfer is to a jurisdiction that is deemed equivalent to the EEA by a decision of the EU
Commission or the transfer is to a recipient outside the EEA under an agreement with the Processing
Party that binds the recipient to the EU Standard Contractual Clauses, and
ii. the Processor has notified the Controller of its general intention transfer Personal Data to a particular
recipient in accordance with sub-section (i) and the Controlling Party has not objected to the intention
within 5 business days.
(h) provide the Controlling Party upon request with reasonable assistance in connection with the
Controlling Party’s obligations to comply with Data Protection Laws (including but not limited to necessary
inspections, audits and request for information); the reasonableness of such assistance is to be assessed
against Data Protection Laws and the rights of Data Subjects; where it is commercially unreasonable for
the Processing Party to provide assistance free of charge, the Controlling Party shall undertake to
indemnify the Processing Party when requesting assistance;
(i) execute such further documents, including but not limited to further processing agreements or EU
standard contractual clauses, as the Controlling Party requires in order to comply with Data Protection
Laws;
You are aware that international payment transactions frequently require the transfer of Personal Data
outside the EEA. The prohibition on transfers to third countries shall not apply to Personal Data

processed by Transactive in connection with such international payment transactions. Instead, you shall
at all times ensure that you have:
(j) procured and will maintain the necessary informed and valid consents from the Data Subject that
allows the transfer of Personal Data worldwide for the purposes of providing the Services under this
Agreement
(k) notified the Data Subject about the purpose, nature and extent of the processing of Personal Data (by
way of a privacy statement presented to the Data Subject or otherwise).
You shall indemnify Transactive for any loss (including but not limited to claims by Data Subjects or fines
imposed by regulators or courts) caused by the Client’s failure to comply with this section.
If you are an individual trader or Transactive otherwise processes Personal Data of an individual within
your organisation for the purposes of administrating the business relationship or providing the Services
under this Agreement (“Personal Client Data”), Transactive shall process such data in accordance with its
published privacy policy (which can be found here:  Privacy Policy  and applicable laws. You are aware
that Personal Client Data related to customer due diligence may be processed by Transactive for a
minimum of 5 years after the end of the business relationship. You are obliged to bring Transactive’
privacy notice to the attention of the individual whose Personal Client Data is being processed. You are
further obliged to procure and maintain all relevant consents from individuals within your organisation for
the processing of Personal Client Data by Transactive. You shall indemnify Transactive against any
claims of unlawful data processing that is due to your breach of this section.
The Client shall reimburse Transactive for any reasonable cost incurred in connection with directly
dealing with individuals whose Personal Client Data are being processed, including but not limited to cost
incurred in connection with any individual’s data subject access requests, deletion requests, complaints
resolved in favour of Transactive, data migration requests or the exercise of any other individual rights
under the GDPR or other applicable laws.
9. Termination of the Website or Your Access to the Website and the
TOU
You agree that Transactive, in their sole discretion, with or without cause, has the right (but not the
obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access
to or use of the Website (or any portion thereof), immediately and without notice, for any reason,
including, without limitation, if Transactive believes that you have acted inconsistently with the letter or
spirit of the TOU or the Privacy Policy, or have violated your Client Agreement.
Transactive may also, in their sole discretion and at any time, discontinue providing the Website, or any
portion thereof, with or without notice. You agree that Transactive shall not be liable to you or any third
party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to
the Website, or from Transactive’ termination of the Website or any part thereof.
You may also choose to terminate your access to the Website by cancelling your account. If you wish to
cancel your account, please contact us at support@paymentrails.com.
Termination of the Website or your access to the Website shall terminate the present TOU as between
you and Transactive. All provisions of these TOU which by their nature should survive termination of
these TOU shall survive termination, including without limitation, intellectual property provisions,
disclaimers, indemnity and limitations of liability.
10. Disclaimer of Warranties
You expressly understand and agree that your use of the Website, the information thereon or materials
downloaded therefrom, or any activity arising from your use of the Website or the information thereon or
the materials downloaded therefrom is at your sole risk. The Website, any materials downloaded
therefrom, or any third party materials, are provided on an ” as is” and “as available” basis, and you will

be solely responsible for any damage to your computer system or loss of data that results from the
download, stream or access of any material obtained through the use of the Website or any other
functionalities of the Website, or losses or damages (financial or otherwise) resulting from your use of the
Website, the information thereon, any materials downloaded therefrom, or any activity arising from the
use of the Website, the information thereon or any materials downloaded therefrom.
The information or resources provided through the Website, written or produced by Transactive staff,
freelance writers or other subcontractors hired by Transactive are expected to be as accurate as possible
at the time of writing or production, and every effort has been made to ensure that the information from
the Website is as accurate and up-to-date as possible. However, certain information may change, and
errors or omissions may occur, and Transactive shall not be responsible for any loss or damage, financial
or otherwise, resulting from changes or errors in information, or any omission, on the Website or the
information thereon;
Transactive expressly disclaims all warranties of any kind, whether express or implied, including but not
limited to: warranties of title and non-infringement; warranties that the Website, the information thereon or
any materials downloaded therefrom, and any third party materials or third party services accessed via
the Website will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful
components; and the implied warranties of ability and fitness for a particular purpose. Transactive, its
affiliates and their respective Representatives, do not warrant that: (i) the Website will be secure or
available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any
content (whether provided by Transactive or third parties) available at or through the Website is free of
viruses or other harmful components; or (iv) the results of using the Website or any content downloaded
therefrom will meet your requirements;
Some of the content displayed on the Website may include materials (including with respect to products
or services) that belong to or are provided by third parties. You acknowledge that we assume no
responsibility for such content, products and/or services.
To the extent that the law does not permit a disclaimer of warranties, all content accessible on this
Website, or any other website to which we link, and all operations on this Website are warranted only to
the minimum amount legally required.
11. Limitation Of Liability
In no case will Transactive, its affiliates, or their respective Representatives or licensees be liable for any
indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses,
damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or
inability to access or use the Website or any third party services accessed via the Website, or (ii) the
interruption, suspension or termination of any part of or all the Website; and in both cases (i) and (ii)
regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict
liability or any other theory of liability) and even if we have been advised of the possibility of such
damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for
any claims in connection with your use of the Website and exceed the lesser of (i) GBP£100 or (ii) the
total amount of the fees paid by you to Transactive over the previous 6 (six) calendar months.
Transactive disclaims any responsibility where we, our Financial Services Providers or any Third Party
Payment Provider fails to fulfill any contractual obligations due to an act of God or to any force majeure
event.
You expressly understand and agree that Transactive, its affiliates, or their respective Representatives or
licensees shall not be liable for any direct, indirect, incidental, special, consequential, punitive or
exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other
intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of
action under legal or equitable theory, relating to the Website, the information on the Website, the use of

the Website, activities arising from your use of the Website, any third party materials on the Website,
access to or use of any third party services available through the Website, or any materials downloaded
from the Website. This limitation of liability applies, without limitation, to any damages or injury caused by
any error, omission or other failure of performance by Transactive, its affiliates, business partners
(including but not limited to our Financial Services Providers), agents or other subcontractors; any
interruption, defect or delay in operation or transmission, including communication line failure; any
computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any
electronic records.;
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential
damages, so the above exclusions and limitations may or may not apply to you.
12. Indemnity
Notwithstanding any other term of the TOU or any act or failure to act by Transactive or its
Representatives, you agree to indemnify, defend and hold harmless Transactive, its affiliates and their
respective Representatives where applicable, from and against any damages, liabilities, costs and
expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the
Website, the information thereon, the materials downloaded therefrom; (ii) your participation in any
activities arising from the Website, the information thereon, or the third party services available through
the Website; (iii) your violation of, or failure to perform your obligations under the TOU, the Privacy Policy
or your Client Agreement (as applicable); or (iv) your violation of any rights of a third party.
13. Governing Law and Applicable Jurisdiction
The TOU and your use of the Website shall be governed by and construed in accordance with the laws of
the Province of Ontario, Canada, in force at the time, excluding any rules of private international law or
the conflict of laws which would lead to the application of any other laws.  Regardless of where you
access the Website, you agree that any action arising out of or relating to the TOU or your use of the
Website shall be filed and adjudicated only in the courts located in Toronto, Ontario, Canada, and you
hereby irrevocably and unconditionally consent and attorn to the exclusive jurisdiction and venue of such
court over any suit, action or proceeding arising out of the TOU or your use of the Website.
Notwithstanding the foregoing, Transactive shall have the right to bring action against you in courts of
competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief
against you; (ii) to obtain a judgment against you where a judgment by the Toronto court will, or may not
be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce a judgment obtained
against you in the Toronto court.
14. Law Enforcement
i) If you are a consumer, please note that these terms of use, its subject matter and its formation, are
governed by English law. You and we both agree to that the courts of England and Wales will have
non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring
proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings
in Scotland.
ii) If you are a business, these terms of use, its subject matter and its formation (and any noncontractual
disputes or claims) are governed by English law. We both agree to the exclusive
jurisdiction of the courts of England and Wales.15. Miscellaneous Provisions
(i) The TOU, in conjunction with the Privacy Policy (where applicable), constitute the entire agreement
between you and Transactive with respect to your use of the Website, superseding any prior agreements
between you and Transactive. Any definitions made only in the TOU shall apply equally to the Privacy
Policy, and any definitions made only in the Privacy Policy shall apply equally to the TOU.

(ii) Transactive shall not be liable for any failure to perform its obligations under the present TOU where
such failure results from any cause beyond Transactive’ reasonable control, including, but not limited to,
mechanical, electronic or communications failure or degradation.
(iii) If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid,
you and Transactive nevertheless agree that the court should endeavour to give effect to the parties’
intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case
may be, shall remain in full force and effect.
(iv) The failure of Transactive to exercise or enforce any right or provision of these TOU does not
constitute a waiver of such right or provision, which will still be available to Transactive.
(v) You shall not transfer or assign any rights or obligations you have under these TOU without the prior
written consent of Transactive
(vi) The section titles in the TOU and Privacy Policy are for convenience only and have no legal or
contractual effect.
© Transactive 2019
Last Revised: April 29, 2019