Terms and Conditions of Use

1.About the Vicago Platform

The Platform is a business-to-business commodity and food-ingredient trading and transaction-management platform.

The Platform may facilitate the sourcing, sale, purchase, quotation, ordering, documentation, logistics coordination, shipment tracking, payment administration and related activities concerning agricultural commodities, food ingredients, grains, semolina, wheat, cocoa, oilseeds and other products offered by Vicago from time to time.

1.1 Vicago acts as principal

Vicago is not merely an online intermediary introducing buyers and sellers to one another.

Unless expressly agreed otherwise in writing:

(a) suppliers sell products to Vicago or to an applicable Vicago group company; and

(b) Vicago or the applicable Vicago group company sells the products to the buyer.

Accordingly, the buyer and supplier are generally not entering into a direct sale contract with each other merely because they use the Platform.

Vicago may independently determine:

• which suppliers to purchase from;
• which buyers to supply;
• whether to accept or reject a transaction;
• applicable product specifications;
• quantities and availability;
• quotation prices;
• applicable payment terms;
• logistics arrangements;
• shipping arrangements;
• documentation requirements;
• whether a transaction requires additional verification; and
• whether a transaction may proceed.

The Platform does not create a partnership, joint venture, agency, franchise, fiduciary relationship or direct contractual relationship between a buyer and supplier merely through registration or use of the Platform.

2.Eligibility

The Platform is intended primarily for businesses and commercial purchasers and suppliers.

You may register only if:

1. you are legally capable of entering into binding contracts;
2. you are acting for a legitimate business or commercial purpose;
3. you have authority to represent the business or organization identified during registration;
4. all information provided to Vicago is accurate and complete;
5. you are not prohibited from using the Platform under applicable law; and
6. your use of the Platform does not violate any applicable sanctions, export controls, trade restrictions or other laws.

Vicago may refuse registration or require additional information before approving an account.

3.Account Registration

To use certain Platform functions, you must create an account.

You may be required to provide information including:

• legal business name;
• registered address;
• operating address;
• country of incorporation;
• registration number;
• tax/VAT/GST information;
• beneficial ownership information;
• directors or authorized representatives;
• contact persons;
• telephone numbers;
• email addresses;
• banking or payment information;
• import/export licences or registrations;
• product requirements;
• business references;
• identification documents;
• certificates;
• regulatory documents; and
• other information reasonably required by Vicago.

You authorize Vicago to verify information supplied during registration.

Vicago may conduct commercial, identity, credit, sanctions, fraud, regulatory, ownership or other due diligence before approving an account or transaction.

4.Accuracy of Account Information

You are responsible for ensuring that all information supplied to Vicago remains accurate, complete and current.

You must promptly notify Vicago if:

• your legal name changes;
• ownership changes;
• authorized representatives change;
• banking information changes;
• your business registration changes;
• your regulatory status changes;
• your import/export permissions change; or
• any information previously provided becomes materially inaccurate.

Vicago may rely on information contained in your account until you notify us of a change and we have had a reasonable opportunity to process it.

5.Authorized Users

A business account may have multiple authorized users.

The account holder is responsible for all actions performed through its account unless the account holder can demonstrate unauthorized use that could not reasonably have been prevented.

You must maintain appropriate confidentiality of:

• passwords;
• authentication credentials;
• account access codes;
• documents;
• transaction information; and
• other security credentials.

You must immediately notify Vicago if you suspect unauthorized access.

Vicago may require password resets, additional authentication or other security measures at any time.

6.Vicago's Approval and Administrative Control

The Platform may display information submitted by users, but Vicago retains administrative control over the Platform.

Vicago may:

• approve or reject registrations;
• approve or reject products;
• modify or correct information;
• request supporting documentation;
• verify information;
• correct errors;
• approve or reject RFQs;
• prepare or revise quotations;
• approve or reject orders;
• establish transaction limits;
• establish payment terms;
• require deposits or prepayment;
• require additional security;
• restrict access to Platform functions;
• suspend accounts;
• terminate accounts; and
• refuse or discontinue transactions.

Vicago is not required to provide a reason for an administrative decision where disclosure of the reason would compromise security, fraud prevention, confidential information, commercial relationships or legitimate business interests.

7.Product Information

Product descriptions, specifications, grades, origins, availability, quantities, packaging, certificates and other product information displayed on the Platform may originate from Vicago, suppliers, mills, manufacturers, laboratories, inspection companies, logistics providers or other third parties.

Vicago will use commercially reasonable efforts to maintain accurate information but does not warrant that all information displayed on the Platform will always be complete, current or error-free.

Where a transaction requires a specific specification, the applicable quotation, purchase order, sales contract, specification sheet, certificate or other transaction document will govern.

8.Requests for Quotation

A request for quotation ("RFQ") submitted through the Platform is an enquiry and does not create a binding obligation on Vicago to supply the requested product.

Vicago may request additional information before preparing a quotation.

An RFQ may be rejected, amended, withdrawn or allowed to expire.

9.Quotations

Unless expressly stated otherwise, quotations are invitations to transact and are subject to:

• product availability;
• supplier confirmation;
• logistics availability;
• regulatory requirements;
• credit approval;
• payment approval;
• applicable market conditions; and
• final acceptance by Vicago.

A quotation may specify:

• product;
• specification;
• origin;
• quantity;
• packaging;
• price;
• currency;
• Incoterm;
• destination;
• estimated lead time;
• payment terms;
• quotation validity;
• applicable taxes;
• freight;
• insurance;
• documentation; and
• other commercial conditions.

Unless otherwise stated, quotations expire at the time specified in the quotation.

Market prices, freight costs, foreign exchange rates, duties, taxes and other commercial factors may change before an order is accepted.

10.Orders

An order submitted through the Platform does not automatically constitute acceptance by Vicago.

An order becomes binding only when accepted by Vicago through the Platform, written confirmation, an accepted quotation, sales contract, order confirmation or other written communication authorized by Vicago.

Vicago may reject an order for any lawful commercial reason, including:

• product unavailability;
• supplier failure;
• logistics limitations;
• credit concerns;
• compliance concerns;
• sanctions concerns;
• insufficient documentation;
• pricing errors;
• payment failure;
• suspected fraud;
• unacceptable counterparty risk; or
• other material commercial or operational concerns.

11.Separate Transaction Terms

Each transaction may be governed by additional documents, including:

• quotation;
• purchase order;
• sales confirmation;
• commercial invoice;
• specification;
• sales contract;
• purchase contract;
• Incoterms;
• shipping instructions;
• payment terms;
• inspection certificate;
• certificate of origin;
• bill of lading;
• insurance certificate; and
• other transaction-specific documents.

Where there is a conflict between these Terms and an expressly agreed transaction-specific contract, the transaction-specific contract will govern to the extent of the conflict.

12.Pricing and Currency

Prices displayed or quoted on the Platform may be stated in CAD, USD, EUR, NGN, GBP or another currency.

Unless expressly stated otherwise, prices may exclude:

• taxes;
• customs duties;
• import charges;
• destination charges;
• inspection charges;
• storage;
• demurrage;
• detention;
• bank charges;
• insurance;
• special documentation; or
• other charges identified in the quotation.

Any applicable charges will be identified in the applicable transaction documentation where reasonably practicable.

13.Payment

Payment terms are determined by Vicago for each transaction.

Payment methods may include:

• advance payment;
• deposit;
• cash against documents;
• payment against shipping documents;
• letter of credit;
• documentary collection;
• approved credit terms; or
• other methods approved by Vicago.

Vicago may change or withdraw payment terms at any time before order acceptance.

14.Cash Against Documents

Cash Against Documents ("CAD") is a payment arrangement that may be made available to selected buyers at Vicago's discretion.

CAD is not automatically available to all Platform users.

Vicago may consider factors including:

• established business relationship;
• transaction history;
• commercial verification;
• creditworthiness;
• business references;
• jurisdiction;
• transaction size;
• compliance status; and
• other risk factors.

Where CAD is approved, the applicable transaction documentation will specify the exact payment procedure.

Unless otherwise stated:

1. the order is accepted and the shipment is booked and dispatched;
2. once the shipping documents are available, they will be dispatched to the buyer; and
3. upon receipt of the shipping documents, the buyer must make payment in accordance with the agreed transaction terms.

Vicago may withdraw CAD eligibility from a buyer at any time.

15.Credit and Payment Risk

Approval of a payment method does not constitute a representation that a buyer is creditworthy.

The buyer remains fully responsible for all amounts due.

Failure to make payment when due may result in:

• suspension of the account;
• cancellation of outstanding orders;
• withholding of future quotations;
• withdrawal of credit or CAD privileges;
• interest or late-payment charges where applicable;
• recovery costs; and
• other remedies available under the applicable transaction agreement or law.

16.Shipping and Logistics

Vicago may arrange transportation directly or through:

• freight forwarders;
• shipping lines;
• carriers;
• customs brokers;
• warehouses;
• terminals;
• inspection companies;
• insurance providers; and
• other logistics providers.

Estimated shipping dates and transit times are estimates unless expressly guaranteed in writing.

Vicago is not responsible for delays caused by carriers, ports, customs authorities, weather, labour disruption, congestion, government action, force majeure or other circumstances outside Vicago's reasonable control.

The applicable Incoterm and transaction documentation determine the allocation of transportation costs, risk and responsibility.

17.Shipment Tracking

Shipment tracking information may be provided through the Platform.

Tracking information may originate from third-party carriers or logistics providers.

Vicago does not guarantee that tracking information will always be complete, accurate, continuous or real-time.

18.Customs, Imports and Regulatory Compliance

Unless expressly agreed otherwise, the buyer is responsible for:

• import licences;
• import registrations;
• customs requirements;
• duties;
• taxes;
• destination regulatory requirements;
• food safety requirements;
• labelling requirements;
• phytosanitary requirements;
• permits; and
• other requirements applicable to importing the product into the destination jurisdiction.

Vicago may provide documents reasonably available to it but does not guarantee that a product will satisfy every requirement of the buyer's destination country unless expressly agreed.

The buyer must provide accurate destination and regulatory information before shipment.

19.Food and Agricultural Products

Agricultural and food products may naturally vary due to:

• crop year;
• origin;
• harvest conditions;
• processing;
• storage;
• transportation;
• laboratory testing;
• moisture;
• quality characteristics; and
• other factors.

Product conformity will be determined according to the agreed specification and applicable transaction documents.

No product should be considered suitable for a particular application unless the buyer has independently confirmed suitability or Vicago has expressly agreed to a specific application requirement in writing.

20.Inspection and Quality

Where agreed, products may be inspected or tested by Vicago, the supplier, an independent inspection company, laboratory or other agreed party.

The applicable transaction documentation will determine:

• inspection standard;
• sampling procedure;
• testing laboratory;
• testing date;
• tolerance;
• acceptance criteria; and
• dispute procedure.

Unless expressly agreed otherwise, certificates or test reports do not create a warranty beyond the agreed product specification.

21.Buyer Responsibilities

Buyers must:

• provide accurate requirements;
• provide accurate delivery information;
• maintain required import permissions;
• inspect products as required;
• comply with applicable food and product regulations;
• pay invoices when due;
• provide necessary shipping instructions;
• cooperate with customs and logistics providers; and
• promptly notify Vicago of material issues.

22.Seller/Supplier Responsibilities

Where a supplier or seller uses the Platform, the supplier must:

• provide accurate product information;
• provide accurate origin information;
• maintain required licences and registrations;
• supply products that conform to agreed specifications;
• provide accurate documentation;
• comply with applicable laws;
• disclose known quality or regulatory issues;
• comply with agreed delivery requirements; and
• cooperate with Vicago's quality, compliance and logistics procedures.

A supplier must not represent itself to a buyer as being the direct seller in a transaction where Vicago is the contracting seller.

23.No Circumvention

Users must not use the Platform to circumvent Vicago's commercial role.

Without Vicago's prior written consent, a user must not use information obtained through the Platform to:

• bypass Vicago;
• directly transact with a Vicago supplier or buyer introduced through the Platform;
• solicit a counterparty for the purpose of avoiding Vicago;
• redirect a transaction outside the Platform;
• obtain confidential pricing or sourcing information and then transact independently; or
• otherwise deliberately deprive Vicago of its commercial role in a transaction.

This restriction does not prevent a user from dealing with a party with whom it can demonstrate a genuine pre-existing independent commercial relationship unrelated to information obtained through Vicago.

24.Prohibited Conduct

Users must not use the Platform to:

• commit fraud;
• misrepresent identity or ownership;
• submit false documents;
• manipulate specifications;
• falsify certificates;
• conceal beneficial ownership;
• engage in bribery or corruption;
• engage in money laundering;
• finance terrorism;
• evade sanctions;
• evade customs or duties;
• manipulate trade documentation;
• facilitate illegal exports or imports;
• trade prohibited products;
• submit fraudulent payment information;
• interfere with Platform security;
• introduce malware;
• attempt unauthorized access;
• scrape or harvest Platform data without authorization;
• impersonate another person or company;
• engage in abusive or threatening conduct;
• engage in discriminatory unlawful conduct;
• use the Platform for unlawful purposes; or
• otherwise engage in conduct Vicago reasonably considers unethical, fraudulent, abusive or commercially inappropriate.

25.Vicago's Right to Suspend or Terminate Accounts

Vicago may suspend, restrict, deactivate or terminate an account where Vicago reasonably believes that:

• the user has violated these Terms;
• information provided is false or misleading;
• the account is being used fraudulently;
• the user presents unacceptable commercial or compliance risk;
• the user is involved in unethical conduct;
• the user has attempted to circumvent Vicago;
• the user has failed to pay amounts due;
• the user has breached a transaction agreement;
• the user has engaged in abusive behaviour;
• the user has violated applicable law;
• the user is subject to sanctions or other restrictions;
• the user's ownership or beneficial ownership cannot be satisfactorily verified;
• continued access could expose Vicago or another user to material risk; or
• Vicago otherwise reasonably determines that continued access is not appropriate.

Where legally permissible, Vicago may suspend access immediately where necessary to protect the Platform, users, transactions or Vicago's legitimate commercial interests.

Vicago may also terminate an account for convenience upon reasonable notice.

26.Ethical and Commercial Standards

Vicago seeks to conduct business with counterparties that demonstrate honest, professional and commercially responsible behaviour.

Vicago reserves the right to discontinue relationships with counterparties whose conduct Vicago reasonably considers inconsistent with its standards, including conduct involving:

• dishonesty;
• deliberate misrepresentation;
• unethical commercial practices;
• harassment;
• threats;
• manipulation;
• fraud;
• repeated non-performance;
• deliberate document falsification;
• circumvention;
• corruption;
• undisclosed conflicts;
• sanctions concerns; or
• conduct that could materially damage Vicago's reputation or commercial relationships.

27.Data Collection and Use

By registering or using the Platform, you acknowledge that Vicago may collect and process information necessary to:

• create and administer accounts;
• verify identities and businesses;
• conduct due diligence;
• process RFQs;
• prepare quotations;
• process orders;
• arrange shipments;
• process payments;
• issue invoices;
• provide statements;
• provide customer support;
• manage disputes;
• prevent fraud;
• comply with legal obligations;
• maintain business records;
• improve the Platform;
• maintain security;
• conduct analytics;
• communicate about transactions; and
• provide other services requested by the user.

Personal information will be handled in accordance with Vicago's Privacy Policy and applicable privacy legislation.

28.Business and Transaction Data

Vicago may retain business and transaction information generated through use of the Platform, including:

• RFQs;
• quotations;
• orders;
• invoices;
• statements;
• payment records;
• shipping information;
• communications;
• documents;
• account information;
• transaction history;
• product requirements;
• shipment tracking information; and
• Platform activity logs.

Vicago may use this information for legitimate business, contractual, legal, compliance, accounting, audit, fraud-prevention, security and operational purposes.

29.Data Storage and Service Providers

Platform information may be stored or processed using third-party infrastructure providers, cloud hosting providers, payment processors, logistics providers, accounting systems, analytics providers, security providers and other service providers.

Data may be processed or stored in Canada or other jurisdictions where Vicago or its service providers operate.

Vicago will take commercially reasonable measures to protect information under its control.

Users acknowledge that no electronic system can be guaranteed to be completely secure.

Vicago's specific privacy practices, retention periods, cross-border transfers and individual privacy rights are set out in the Privacy Policy.

30.Privacy

Vicago will handle personal information in accordance with applicable privacy laws.

Depending on the user's location and the nature of the information involved, applicable laws may include Canadian federal or provincial privacy legislation and, where applicable, foreign privacy legislation.

The Privacy Policy forms part of the Platform's legal framework and should be reviewed before registration.

31.Commercial Communications

Vicago may send transactional communications relating to:

• account registration;
• account verification;
• RFQs;
• quotations;
• orders;
• invoices;
• payments;
• shipments;
• documents;
• security;
• account administration; and
• other services requested by the user.

Marketing communications will be handled in accordance with applicable law.

Where consent is required for commercial electronic messages, Vicago will use appropriate consent and unsubscribe mechanisms.

32.Electronic Communications and Signatures

Users agree that communications, notices, quotations, order confirmations, agreements, invoices and other documents may be provided electronically.

To the extent permitted by applicable law, electronic acceptance, electronic signatures, electronic records and Platform confirmations may satisfy requirements for written communication or signature.

Ontario's Electronic Commerce Act recognizes electronic documents and electronic signatures in specified circumstances.

33.Records and Audit Trail

Vicago may maintain electronic records of:

• registration;
• account activity;
• quotations;
• orders;
• acceptance;
• communications;
• payments;
• shipping;
• documents;
• amendments;
• cancellations; and
• other Platform activity.

Such records may be used to establish the history and terms of a transaction, subject to applicable law.

34.Intellectual Property

The Platform and its contents, including:

• software;
• design;
• interface;
• logos;
• trademarks;
• databases;
• graphics;
• text;
• workflows;
• functionality;
• documentation;
• proprietary processes; and
• other materials

are owned by or licensed to Vicago and are protected by applicable intellectual property laws.

Users receive a limited, non-exclusive, non-transferable and revocable right to use the Platform for legitimate business purposes.

No user may copy, reproduce, modify, reverse engineer, distribute, sell, lease, sublicense or commercially exploit Platform technology without Vicago's written permission.

35.User Content and Documents

Users retain ownership of documents and information they lawfully provide to Vicago, subject to the rights granted under these Terms.

By uploading or submitting information, the user grants Vicago a non-exclusive, worldwide, royalty-free licence to use, reproduce, store, process, transmit and display that information as reasonably necessary to:

• operate the Platform;
• perform transactions;
• provide services;
• communicate with the user;
• comply with legal obligations;
• conduct verification;
• prevent fraud; and
• maintain business records.

The user represents that it has the necessary rights and authority to provide such information.

36.Confidential Information

Users must protect confidential information obtained through the Platform.

Confidential information may include:

• prices;
• quotations;
• supplier information;
• buyer information;
• product specifications;
• transaction volumes;
• commercial terms;
• documents;
• business strategies;
• sourcing information; and
• non-public Platform information.

Users must not disclose confidential information except:

• to authorized personnel who need it for the transaction;
• to professional advisers subject to confidentiality obligations;
• where required by law; or
• with Vicago's written consent.

37.Third-Party Services

The Platform may integrate with third-party services including:

• payment providers;
• banks;
• shipping lines;
• freight forwarders;
• customs brokers;
• inspection companies;
• insurance providers;
• cloud services;
• mapping services;
• analytics services; and
• communication providers.

Vicago is not responsible for the independent acts, omissions, availability or security practices of third-party service providers except to the extent required by law.

38.Platform Availability

Vicago will use commercially reasonable efforts to maintain Platform availability.

However, the Platform may occasionally be unavailable because of:

• maintenance;
• upgrades;
• technical failures;
• cybersecurity incidents;
• third-party service interruptions;
• telecommunications failures;
• power failures;
• force majeure; or
• other circumstances outside Vicago's reasonable control.

Vicago does not guarantee uninterrupted or error-free access.

39.No Warranty

To the maximum extent permitted by law, the Platform is provided on an "as available" basis.

Vicago does not warrant that:

• the Platform will always be available;
• information will always be error-free;
• quotations will always be available;
• products will always be available;
• shipment tracking will always be current;
• third-party systems will operate continuously; or
• the Platform will satisfy every particular business requirement.

Nothing in these Terms excludes a warranty or legal right that cannot lawfully be excluded.

40.Limitation of Liability

To the maximum extent permitted by law, Vicago will not be liable for indirect, incidental, special, consequential or punitive damages, including loss of:

• profits;
• revenue;
• business opportunity;
• contracts;
• goodwill;
• anticipated savings; or
• business interruption.

To the maximum extent permitted by law, Vicago's aggregate liability arising from use of the Platform will be limited to the amount actually paid by the user to Vicago through the Platform during the twelve-month period preceding the event giving rise to the claim, except where a different limitation is required by applicable law or expressly agreed in a transaction-specific contract.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

41.Indemnification

You agree to indemnify and hold harmless Vicago, its affiliates, directors, officers, employees, agents and service providers from claims, losses, liabilities, costs and expenses arising from:

• your breach of these Terms;
• inaccurate information supplied by you;
• unauthorized use of your account;
• violation of applicable law;
• fraud;
• misuse of the Platform;
• infringement of third-party rights;
• violation of sanctions or trade restrictions;
• breach of confidentiality; or
• claims arising from information or documents you supplied.

42.Force Majeure

Vicago will not be liable for failure or delay caused by circumstances beyond its reasonable control, including:

• natural disasters;
• war;
• terrorism;
• civil unrest;
• epidemics or pandemics;
• government action;
• sanctions;
• embargoes;
• strikes;
• labour shortages;
• port closures;
• transportation disruptions;
• vessel delays;
• container shortages;
• severe weather;
• crop failure;
• supplier failure;
• cyber incidents;
• telecommunications failures;
• energy shortages; or
• other events beyond reasonable control.

The affected party will use commercially reasonable efforts to mitigate the impact.

43.Sanctions and Trade Compliance

Users must comply with all applicable sanctions, export controls, import restrictions, anti-boycott laws, customs laws and trade regulations.

Vicago may conduct sanctions and compliance screening.

Vicago may refuse, suspend or terminate a transaction where it reasonably believes that proceeding could violate applicable law or expose Vicago to material compliance risk.

44.Anti-Bribery and Anti-Corruption

Users must not offer, promise, authorize, request or provide bribes, kickbacks, improper payments or other unlawful benefits in connection with the Platform or any transaction.

Vicago may terminate or suspend a relationship where it reasonably believes that corruption or improper payments are involved.

45.Anti-Money Laundering and Beneficial Ownership

Vicago may request information regarding:

• beneficial owners;
• directors;
• controlling persons;
• source of funds;
• banking relationships;
• business activities;
• transaction purpose; and
• other information reasonably necessary for compliance or risk management.

Vicago may refuse transactions or suspend accounts where satisfactory information is not provided.

46.Fraud Prevention

Vicago may use automated and manual processes to detect:

• suspicious transactions;
• account takeover;
• fraudulent documents;
• payment fraud;
• identity fraud;
• unusual transaction patterns;
• sanctions concerns; and
• other security risks.

Vicago may delay or suspend a transaction while conducting a reasonable investigation.

47.Cancellations

Cancellation rights will depend on the applicable quotation, order confirmation and transaction terms.

Once a transaction has been accepted, Vicago may have incurred commitments to:

• suppliers;
• mills;
• carriers;
• shipping lines;
• warehouses;
• inspection companies;
• insurers; or
• other third parties.

A buyer may therefore be responsible for reasonable cancellation costs where permitted by the applicable transaction agreement.

48.Disputes Regarding Products

Product claims must be submitted within the period specified in the applicable transaction documentation.

The buyer must provide reasonable evidence supporting the claim, which may include:

• photographs;
• inspection reports;
• laboratory reports;
• lot information;
• packaging information;
• shipping records; and
• other relevant documentation.

Failure to comply with applicable claim procedures may affect the ability to pursue a claim, subject to applicable law.

49.Platform Administrative Corrections

Vicago may correct obvious administrative, typographical, calculation, pricing, product-description or data-entry errors.

If an error materially affects a quotation or transaction, Vicago may notify the affected party and, where legally permissible, cancel or revise the affected quotation or transaction.

50.User Feedback

If you provide suggestions, recommendations, ideas or feedback concerning the Platform, you grant Vicago the right to use that feedback without compensation or restriction.

51.Account Closure

A user may request closure of its account.

Account closure does not automatically cancel outstanding transactions, payment obligations, claims, disputes, confidentiality obligations or other obligations that arose before closure.

Vicago may retain information where reasonably required for:

• legal compliance;
• tax;
• accounting;
• audit;
• fraud prevention;
• dispute resolution;
• contractual obligations; or
• other legitimate purposes.

52.Survival

Provisions concerning:

• payment;
• confidentiality;
• intellectual property;
• data;
• indemnification;
• limitation of liability;
• dispute resolution;
• governing law;
• records;
• outstanding transactions; and
• other provisions that by their nature should survive

will survive termination.

53.Amendments

Vicago may update these Terms from time to time.

Updated Terms may be posted on the Platform.

Where required by applicable law, Vicago will provide appropriate notice of material changes.

Continued use of the Platform following the effective date of updated Terms constitutes acceptance of the revised Terms to the extent permitted by law.

54.Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable laws of Canada, without regard to conflict-of-law principles.

Subject to any mandatory rights under applicable law, the courts located in Ontario, Canada will have jurisdiction over disputes arising from these Terms.

For individual transactions, the applicable transaction agreement may contain additional dispute-resolution provisions, including arbitration or jurisdiction provisions.

55.Language

These Terms may be provided in English and, where appropriate, other languages.

Unless otherwise required by applicable law, the English version will govern in the event of a conflict.

56.Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

57.No Waiver

Failure by Vicago to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision later.

58.Assignment

A user may not assign or transfer its Platform account or rights under these Terms without Vicago's written consent.

Vicago may assign or transfer its rights and obligations in connection with:

• a corporate restructuring;
• merger;
• acquisition;
• sale of assets;
• transfer to an affiliate; or
• other legitimate corporate transaction.

59.Entire Agreement

These Terms, the Privacy Policy and applicable transaction-specific documents constitute the agreement governing the user's use of the Platform, subject to any additional written agreement between Vicago and the user.

60.Electronic Acceptance

By selecting "I Agree", "Accept Terms", "Register", or a substantially similar button or mechanism, the user confirms that:

1. it has read and understood these Terms;
2. it has authority to bind the business or organization it represents;
3. it agrees to these Terms;
4. it agrees to the Privacy Policy;
5. it consents to electronic communications and records where permitted by law; and
6. it understands that use of the Platform may create legally binding commercial obligations.

The Platform may maintain an electronic record of the user's acceptance, including the date, time, account identity and applicable version of these Terms.

61.Contact

Questions regarding these Terms may be directed to:

Email: info@vicagogroup.com

Website: www.vicagogroup.com