Celetrade - User & Disclaimer Agreement

Celetrade User & Disclaimer Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS YOUR USE OF THE CELETRADE CORPORATION™ (“CELETRADE™”) WEB SITE AND ITS CONTENT, AND ANY AND ALL OF THE PRODUCTS AND SERVICES PROVIDED TO YOU DIRECTLY OR THROUGH THE CELETRADE™ WEB SITE. IT EXEMPTS CELETRADE™ AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ. EACH TIME THAT YOU USE A CELETRADE™ PRODUCT, SERVICE OR THE WEB SITE YOU WILL THEREBY ACKNOWLEDGE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH EACH PROVISION OF THIS AGREEMENT EACH TIME THAT YOU USE A CELETRADE™ PRODUCT, SERVICE OR THE WEB SITE, YOU MAY NOT USE THE SAME.

EACH TIME THAT YOU USE A CELETRADE™ PRODUCT, SERVICE OR THE WEB SITE; THE TEXT OF THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE. ACCORDINGLY, WHENEVER YOU USE A CELETRADE™ PRODUCT, SERVICE OR THE WEB SITE, YOU SHOULD CHECK THE DATE AT THE TOP OF THIS AGREEMENT, A COPY OF WHICH IS POSTED ON THE WEB SITE, AND REVIEW ANY CHANGE(S) SINCE THE LAST VERSION.

THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND CELETRADE™. BY COPYING, LOADING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE CELETRADE™ WEB SITE OR SERVICE ,YOU, THE CUSTOMER, AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK HERE TO EXIT THIS SITE NOW.

A. USER AND DISCLAIMER PROVISIONS:

1. SYSTEM GOVERNING AGREEMENTS

All products and services of CeleTrade Corporation™ ("CeleTrade™") are subject to the terms and conditions of the applicable agreements governing their use, and you have been provided with, entered into and signed such agreements either manually or electronically (collectively the “Terms”). Without limiting the generality of the foregoing, the CeleTrade Elevate System™ (the "System") are each subject to the Terms and You have agreed to be bound by the Terms by making, executing and delivering your specific CeleTrade Corporation™ Subscriber Access Agreement (the "SALA") to CeleTrade Corporation™ for the System either manually or electronically and receiving and using the System.

The information, material and content provided in the pages of the CeleTrade™ Web site (the "Web Site") or in System marketing, training or operational materials (the “Information”) may be changed at any time without notice. Additionally, CeleTrade Corporation™ may make changes to the Terms at any time or times on notice to you as set out in the SALA by updating the Web Site. You agree to review the Terms regularly and your continued access or use of the Web Site will mean that you agree to any such changes.

By using the System and/or the Web Site, you signify your agreement to be bound by the Terms, as they may be amended from time to time. If, at any time, you do not agree with the Terms, please do not use the System or the Web Site, and notify CeleTrade Corporation™ to that effect immediately, failing which you will continue to be bound by the Terms.

2. MARKET ACTIVITY GENERALLY

Dealing with stocks and shares and in the stock market inherently involves very real risks, including the risk of the loss of all or any part of the money that has been invested. This applies to you, and any other person who invests or trades in the stock market.

Any testimonial or actual account results presented on the Web Site and/or in CeleTrade™ marketing materials do not necessarily reflect the results of all users of the CeleTrade Corporation Elevate System™ (the “System”) and all users should not expect to experience similar results.

Past System performance does not indicate future performance or guarantee future results. Current System performance may be lower than the performance stated.

Certain performance results listed in the Web Site and/or in CeleTrade™ marketing materials represent hypothetical or simulated computer results over past historical data, and not the results of an actual account. Hypothetical or simulated performance results have certain limitations. Unlike an actual performance record, such results do not represent actual trading. Also, since such trades have not actually been executed, the results may have under-or-over compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated programs are in general also subject to the fact that they are designed with the benefit of hindsight.

CeleTrade Corporation™ makes no representation or warranty that any user of the System will or is likely to achieve profits or losses similar to those shown in the Web Site and/or such marketing materials, whether historical, hypothetical or simulated.

CeleTrade Corporation™ is not a registered investment counsel or securities adviser, and does not provide investment advice, recommendation or counsel. Without limiting the generality of the forgoing, CeleTrade Corporation™ does not advise any person or party, including without limitation You, as to the advisability of investing in or buying or selling securities. Neither the System nor any demonstration of its operation or training on or with respect to it should be construed as an investment recommendation or an offer to buy, sell or deal in any security or securities. The System is an analytical tool only and its methodology will present the CeleTrade™ customer with many possible investment models to choose from. The System methodology also enables the CeleTrade™ customer to develop additional models, allowing for many possible model alternatives.

All customers must themselves determine which models to use with the System. CeleTrade™ sales demonstrations, its training department and its customer support department are strictly limited to providing information and instructions relating to the operation and use of the System (this includes without limitation any CeleTrade Corporation™ Customer Trainer with whom you may deal at any time or times (a “Trainer”).)

3. NO OFFERS OR SOLICITATIONS

The Information and the System are not and do not constitute an offer to sell or a solicitation to buy any security or securities. No security or securities are offered or will be sold in any jurisdiction by CeleTrade Corporation™ or any person or party on its behalf, including without limitation, any Trainer. The purchase of, sale of, or giving of advice regarding any security can only be performed by a licensed broker/dealer or registered investment advisor or investment counsel. CeleTrade Corporation™ encourages consultation with a licensed representative prior to making any particular investment or using any investment strategy. CeleTrade Corporation™ does not give investment advice or counsel and is not licensed as a broker or dealer by or registered as an advisor or counsel with any federal, provincial, state or other regulatory agency.

4. NO ADVICE GIVEN

The Information is for your informational and demonstrative purposes only, and your use of the System will present data and information to you for use by you in your decision making process. Neither the Information nor the System may be relied upon as or for professional, financial, investment, legal, accounting, tax or other advice or counsel. Neither CeleTrade Corporation™ nor any person or party on its behalf, including without limitation, any Trainer, provides any such advice or counsel. You are responsible to obtain any appropriate independent advice or counsel that addresses your particular investment objectives, financial situation and/or needs that you may want or require from external or professional sources prior to acting upon any Information or any data or information presented to you by the System.

5. NO WARRANTIES

Although CeleTrade Corporation™ has obtained or derived all data and information comprising the Web Site, the Information and the System from sources believed to be accurate and reliable, its accuracy and completeness cannot be guaranteed. CeleTrade™ provides the Web Site, the Information, and the System on an “as is, where is” basis, and does not make any express or implied warranties, representations, endorsements or conditions with respect to the Web Site, the Information, or, subject only to the express terms and conditions of the applicable SALA and “CeleTrade Corporation™ License and Warranty Agreement”, the System, including without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, currentness, reliability and fitness for a particular purpose. Further, CeleTrade™ does not represent or warrant that the Web Site will be available and meet your requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contamination or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for the adequate protection and backup of data and/or equipment and to take reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

6. TRADE-MARKS AND COPYRIGHTS

Certain names, words, titles, phrases, logos, icons, graphics or designs or other content in the pages of the Web Site, the Information and/or the System are trade names or trade-marks owned by CeleTrade Corporation™ or trade names or trade-marks licensed to it. The display of trade-marks and trade names in pages at the Web Site, in the Information or in the System does not imply that a license of any kind has been granted to you or anyone else. The Information is for your personal use only. Any unauthorized downloading, re-transmission, or other copying or modification of trade-marks and/or the contents of the Web Site may be a violation of any federal or other law that may apply to trade-marks and/or copyrights and could subject the copier to legal action. The Information is protected under the copyright laws of the United States of America, Canada and other countries. Unless otherwise specified, no one has permission to copy, re-transmit, modify or make public or commercial use of, in any form or media, the Information.

7. NO ENDORSEMENTS

No endorsement or approval of any third parties or their advice, counsel, opinions, information, products or services is expressed or implied by any Information, the Web Site, the System or any Trainer.

8. NO LIABILITY

CeleTrade Corporation™ is not responsible for and will not be liable to you or anyone else for any losses or damages whatsoever (including without limitation, direct, indirect, incidental, special, consequential, exemplary or punitive damages) arising out of or in connection with your use of or inability to use the System, the Web Site or the Information, or any action or decision made by you in reliance on the System, the Site or the Information, or any unauthorized use or reproduction of the System, the Web Site or the Information, even if CeleTrade™ has been advised of the possibility of any such damages.

9. LOCAL LAWS; EXPORT CONTROL

It is important to note that not all of the CeleTrade Corporation™ products, services and Information are available in all states or provinces of or in jurisdictions outside respectively of the United States of America or Canada. The Information does not constitute an offer or solicitation to buy or sell any product, service or information to anyone in any jurisdiction in which such an offer or solicitation is not authorized or cannot legally be made or to any person to whom it is unlawful to make an offer or solicitation. For information specific to any state or provincial jurisdiction, please contact your own personal advisor.

The terms and conditions applicable to any CeleTrade Corporation™ product, service or information will be those determined at the time of provision of the product, service or information. Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described on these pages. If you choose to access the Web Site from outside of the United States of America or Canada, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use or export or re-export the Information or any copy or adaptation thereof in violation of any applicable laws or regulations, including without limitation, export laws and regulations of the United States of America or Canada in force from time to time.

B. WEB SITE PROVISIONS:

1. YOUR ACCEPTANCE OF THIS AGREEMENT

This is an Agreement between You and CeleTrade™, and governs Your use of the CeleTrade™ Web Site and its contents, and the products or services provided through the CeleTrade™ Web Site (hereinafter collectively called the "Web Site"). Each time that You use the Web Site You will confirm Your acceptance and agreement, and the acceptance and agreement of any person that You purport to represent, (and for purposes of this Agreement, the word "person" includes without limitation any natural person and any type of incorporated or unincorporated entity) without limitation or qualification, to be bound by this Agreement, and You represent and warrant that You have the legal authority to agree to and accept this Agreement on behalf of Yourself and any person that You purport to represent. If You do not agree with each provision of this Agreement, or You are not authorized to agree to and accept this Agreement, or You do not have the legal authority to agree to and accept this Agreement, You may not use the Web Site.

2. TERMINATION OF THIS AGREEMENT AND THE WEB SITE

If You breach any term or condition of this Agreement, You may no longer use the Web Site. CeleTrade™ may, at any time and for any reason and in its sole and absolute discretion, change, suspend or terminate, temporarily or permanently, the Web Site or any part of it (including without limitation the removal and destruction of any content thereof) without any prior notice or liability to You or any other person. CeleTrade™ may, at any time and for any reason and in its sole and absolute discretion, immediately suspend or terminate, in whole or in part, Your access to and use of the Web Site and any login ID and password, all without any prior notice or liability to You or any other person. If this Agreement or Your access to and use of the Web Site is terminated by You or CeleTrade™ for any reason, then:

(a) Notwithstanding such termination, this Agreement will continue to apply and be binding upon You in respect of Your prior use of the Web Site and Your use of CeleTrade™ products or services through the Web Site and anything connected with, relating to or arising from those matters; and,

(b) CeleTrade™ may continue to use Your personal information in accordance with the CeleTrade Corporation™ Privacy Policy (which is set out on the Website) as amended from time to time.

3. OWNERSHIP AND PERMITTED USE OF THE WEB SITE

The Web Site and all data and information, (in text, graphical, video and audio forms) images, icons, software, designs, applications, calculators, models, and other elements available on or through the Web Site are the property of CeleTrade™, the Provider(s) and others, and are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Web Site does not transfer to You any ownership or other rights in the Web Site or its contents. You may only use the Web Site in the manner specifically described in this Agreement.

The Web Site may not be used for any purpose not expressly permitted by this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Web Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of CeleTrade™. You may not use any of the software that is used in the operation of the Web Site except while You are using the Web Site pursuant hereto. You may not reproduce, copy, duplicate, sell, or resell all or any part of the Web Site, (including without limitation the software used in the operation of the Web Site) or access to or use of the Web Site, or any right or privilege with respect thereto.

You may not use the Web Site for any unlawful purpose. Except as expressly set out in these terms and conditions, you may not copy, reproduce, publish, broadcast, transmit, modify, adapt, create derivative works of, store, archive, publicly display or in any way commercially exploit any of the Website. Without limitation, you may not do any of the following without prior written permission from CeleTrade™ (and neither may you allow a third party to do any of the same). You may not:

(a) Redistribute any content of the Website including without limitation headlines (using them as part of any syndication, content aggregation, news aggregation, library, archive or similar service); or,

(b) Remove the copyright or trade mark notice from any copies of the content; or,

(c) Create a database in electronic or structured manual form by systematically and/or regularly downloading/printing and storing all or any of the content; or,

(d) Deep link to, frame, spider, harvest or scrape the Website or otherwise access the Website for similar purposes; or,

(e) Use any machine, electronic, web-based or similar device to read or extract the content by automated or machine-based means.

The Web Site is made available to You for Your lawful use only. You may access and browse the Web Site using commercially available, SSL-capable Web browser software.

4. MONITORING

You acknowledge that CeleTrade™ has no obligation to monitor the Web Site or any content accessible through the Web Site or any of the Services. However, you agree that CeleTrade™ has the right to monitor the Website electronically from time to time and disclose any information as necessary to satisfy any law, regulations or other governmental request, to operate the Web Site or any of the Services properly, or to protect itself or its users in accordance with the CeleTrade™ Privacy Policy.

5. RESPONSIBILITY FOR MINORS

In cases where you have authorized a minor to use the Web Site or any of the Services, you recognize that you are fully responsible for:

(i) the online conduct of such minor;

(ii) controlling the minor's access to and use of the Website or any of the Services; and,

(iii) the consequences of any misuse by the minor.

6. LINKING, FRAMING, MIRRORING, SCRAPING AND DATA-MINING THE WEB SITE

Any link(s) to the Web Site without the prior express permission of CeleTrade™ in writing are strictly prohibited. CeleTrade™ reserves the right in its sole and absolute discretion to cancel and revoke any permission that it may give to link to the Web Site at any time, for any reason, without any prior notice, and without any liability to You or any other person. The framing, mirroring, scraping or data-mining of the Web Site or any of its content in any form and by any method are strictly prohibited.

7. POSTINGS AND UNSOLICITED SUBMISSIONS

You may not use any collaborative browsing or display technologies, such as Gooey TM or Third Voice TM, in connection with Your use of the Web Site or to post comments, communications, or any other data of any kind to or on the Web Site with the intention that such postings may be viewed by any other user(s) of the Web Site, unless You have first obtained the consent of CeleTrade™ in writing thereto.

8. SOFTWARE LICENCE AGREEMENTS

CeleTrade™ may from time to time cause software to be made available for You to use on or through the Web Site or to download from the Web Site or from other Web sites, including without limitation Web sites operated by Providers. Any such software is and will be protected by copyright, and the use and downloading of any such software are and will be governed by the license agreement or agreements applicable to such software. By downloading any such software, You will thereby confirm Your agreement and acceptance of the applicable license agreement or agreements.

9. GOVERNING LAW AND DISPUTE RESOLUTION

The Web Site is controlled by CeleTrade™. This Agreement, Your use of the Web Site, and all related matters are governed solely by the laws of the State of California and applicable federal laws of the United States of America, excluding any rules of private international law or the conflict of laws, which would lead to the application of any other laws.

10. DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY

CeleTrade™ and its service providers and content providers (herein collectively called the "Providers") do and will not have any liability for Your use of the Web Site. For that reason, the following provisions will apply to Your use of the Web Site:

(a) DISCLAIMER:

YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY CELETRADE™ AND THE PROVIDERS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ARE SOLELY RESPONSIBLE FOR PROVISIONING, CONFIGURING AND MAINTAINING ALL EQUIPMENT AND SOFTWARE THAT YOU USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THE WEB SITE, INCLUDING WITHOUT LIMITATION, ALL COMPUTERS AND RELATED EQUIPMENT AND SOFTWARE.

THE OPERATION OF THE WEB SITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND THE CONTROL OF CELETRADE™. THE OPERATION OF THE WEB SITE MAY NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. CELETRADE™ IS UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF THE WEB SITE.

CELETRADE™ WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES SUFFERED AS A RESULT OF ANY FAILURE OR DELAY BY CELETRADE IN RECEIVING, ACCEPTING OR PROCESSING INQUIRIES OR INSTRUCTIONS PROVIDED THROUGH THE WEB SITE, OR AS A RESULT OF ANY FAILURE ATTRIBUTABLE TO ANY THIRD PARTY. IN NO EVENT WILL CELETRADE™ BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE WEB SITE. THROUGH YOUR USE OF THE WEB SITE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN OR EFFECT COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. CELETRADE™ IS NOT A PARTY TO ANY SUCH TRANSACTION(S) AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ANY AND ALL SUCH TRANSACTION(S). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CELETRADE™ AND THE PROVIDERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT:

THE WEB SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE;

THE WEB SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED;

THE WEB SITE WILL MEET YOUR REQUIREMENTS;

THE INFORMATION CONTAINED IN THE WEB SITE OR DERIVED FROM THE WEB SITE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY;

CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE USE OF THE WEB SITE;

THE USE OF THE WEB SITE, INCLUDING WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY DATA OR INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR,

THE USE OF THE WEB SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON;

AND CELETRADE™ AND THE PROVIDERS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) LIABILITY EXCLUSION:

CELETRADE™ AND THE PROVIDERS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEB SITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CELETRADE™ OR ANY PROVIDER(S) OR ANY PERSON FOR WHOM CELETRADE™ OR THE PROVIDER(S) ARE RESPONSIBLE, AND NOTWITHSTANDING THAT CELETRADE™ OR THE PROVIDER(S) MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL THE TOTAL LIABILITY OF CELETRADE™ OR OF ANY OF THE PROVIDERS TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, EXPENSES AND/OR COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CELETRADE™ OR ANY PERSON FOR WHOM CELETRADE™ IS RESPONSIBLE, EXCEED ONE HUNDRED ($100.00) DOLLARS (USD) OR THE AMOUNT THAT YOU PAID TO CELETRADE™ FOR THE USE OF THE WEB SITE, WHICHEVER IS THE LESSER AMOUNT.

(d) RELEASE:

YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF CELETRADE™ AND THE PROVIDER(S) AND ALL OF THEIR RESPECTIVE PARTNERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, EXPENSES AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST AND WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEB SITE.

(e) INDEMNITY:

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF CELETRADE™ AND THE PROVIDER(S) AND ALL OF THEIR RESPECTIVE PARTNERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (HEREINAFTER COLLECTIVELY CALLED THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEB SITE OR YOUR BREACH OR NON-PERFORMANCE OF THIS AGREEMENT. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY CLAIM OR DEMAND.

(f) IDEM:

ADVICE AND INFORMATION PROVIDED BY CELETRADE™ AND/OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY, TERM OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to You. The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in this Agreement will survive indefinitely after the termination of this Agreement.

11. TRADE-MARKS AND COPYRIGHTS

C. GENERAL PROVISIONS:

1. INTERPRETATION, ETC.

The headings to the sections and paragraphs of this Agreement are inserted for convenience only and do not form a part of this Agreement and will not affect the content hereof. This Agreement may be executed in as many counterparts as may be necessary or by facsimile, and each such counterpart or facsimile so executed will be deemed to be an original, and such counterparts together will constitute one and the same instrument. “Herein”, “hereof”, “hereto” and “hereunder” and other words of similar import mean this Agreement as a whole and not any particular paragraph, part, section or other subdivision hereof. In this Agreement, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders and vice versa, as the case may be.

2. OTHER MATTERS

(a) If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severed from the rest of this Agreement and will not affect the validity and/or enforceability of any remaining provisions of this Agreement.

(b) The provisions of this Agreement will respectively enure to the benefit of and be binding upon each of CeleTrade™ and the Providers and each of their respective successors and assigns and related persons, and You and Your heirs, executors, administrators, successors, permitted assigns, and personal representatives.

(c) You may not assign this Agreement or Your rights and/or obligations under this Agreement without the express prior consent of CeleTrade™ in writing thereto, which consent may be withheld or delayed in the sole and absolute discretion of CeleTrade™. CeleTrade™ may assign this Agreement and its rights and obligations under this Agreement without Your consent.

(d) No consent or waiver by either Party hereto to or of any breach or default by the other Party hereto in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default, or any other breach or default of those or any other obligations of that Party. No consent or waiver with respect to this Agreement will be effective unless in writing and signed by both of the Parties hereto.

(e) Failure by either Party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.

(f) Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.

(g) The Parties hereto have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais.

(h) Any rights and remedies not expressly granted by this Agreement are expressly reserved to CeleTrade™.

This agreement was last updated on December 8th, 2008.