In the event that you have a dispute with one or more other users, you hereby release Company, its affiliates, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.
These Terms, and all aspects of the Site and Services shall be governed by and construed in accordance with the laws of the province in which you reside and the federal laws of Canada, as applicable, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts located in the province in which you reside, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. In no event shall any claim, action or proceeding by you related in any way to the Site or Services be instituted more than two (2) years after the cause of action arose.
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and Company agree to first attempt to mediate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any mediation, arbitration, or court proceeding. Such informal negotiations commence upon written notice from one person to the other. If the Parties are unable to negotiate a satisfactory resolution, they shall refer the Dispute to be determined by confidential mediation before a single mediator chosen by the Parties at their joint cost. You and the Company agree to proceed through mediation before initiating any arbitration or court proceeding as set out below.
If you and Company are unable to resolve a Dispute through informal negotiations or mediation, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration unless this is prohibited by applicable law. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), except to the extent of conflicts between the ICC Rules and the provisions of this Agreement, in which event the provisions of this Agreement shall prevail. There shall be one arbitrator only and the arbitration will be conducted in English.
Your arbitration fees and your share of arbitrator compensation shall be governed by the ICC Rules and, where appropriate, limited by the ICC Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable ICC rules or applicable law, the arbitration will take place in the province in which you reside. Except as otherwise provided in these Terms, you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All awards issued by the arbitrator shall be final, non-appealable and binding on you and the Company. Any award may be filed in any court of competent jurisdiction and may be enforced by a Party as a final judgment in such court.
Except where prohibited by applicable law, you and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.