Please note:
1. Section 20 of these Terms of Service contains an arbitration clause, class action waiver, and waiver of jury trial. By accepting these Terms of Service, you agree to be bound by such provisions. These Terms of Service also contain (i) a limitation of liability that may limit the amount of damages to which you are entitled; and (ii) indemnities with respect to Losses (as defined below) that REWARDLY may suffer in connection with your use of the Services (as defined below). 2. When you purchase an “Offering” (as defined below), you are entering into a contract directly with the Merchant (as defined below) who provides the Offering. 3. REWARDLY is not responsible for any of the goods or services (including Offerings) that you purchase from the Services that are provided by third party Merchants (including Merchants). 4. The Services are not intended for individuals under the age of 18. If you are under 18 years of age, then you may not use the Services. 5. Each time you use our Services, you consent to the collection, use and disclosure of personal information by REWARDLY in accordance with our Privacy Policy, as amended from time to time.
1. ACCEPTANCE OF TERMS The following Terms of Service (“TOS”) govern your access or use of the applications (collectively, the “App”), www.rewardly.ca (the “Website”), and the content, information and services provided through the Website or the App or other software provided by Rewardly Inc. or its subsidiaries (collectively, the “Services”; Rewardly Inc. and its subsidiaries, collectively, “REWARDLY”, “we”, or “us”). We may update these TOS from time to time without notice to you. In addition, when using REWARDLY’s Services, you will be subject to any guidelines or rules applicable to such Services that REWARDLY may post from time to time. All such guidelines or rules are deemed to be part of these TOS. Supplemental terms may apply to certain Services, such as policies for a promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these TOS for the purposes of the applicable Services. Supplemental terms shall prevail over these TOS in the event of a conflict with respect to the applicable Services. If you are using our Services as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these TOS, “you” and “your” will refer to apply to that business, company, or other legal entity), then: • you accept these TOS, and you will be responsible for any act or omission of any employees, contractors, or third party agents using the Services (or providing services through the Services) on your behalf; • you and your Representative represent and warrant that the Representative has the authority to bind you to these TOS; and • you covenant that you have the right, power, and authority to enter into these TOS, perform your obligations, and grant the rights, licences, and authorizations in these TOS.
2. DESCRIPTION OF SERVICE REWARDLY provides the Services so that customers can get cash back or credits for making a purchase and sharing purchases and experiences on social media from selected merchants who offer their goods or services through the Services (“Merchants”). Unless REWARDLY states otherwise, any new features, programs and services that augment or enhance the Services will be subject to these TOS. You agree that the Services are provided “AS-IS” and that REWARDLY assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy. YOU ACKNOWLEDGE THAT GOODS OR SERVICES THAT ARE AVAILABLE FOR PURCHASE THROUGH THE SERVICES (“OFFERINGS”) ARE PROVIDED BY THIRD PARTY SERVICE PROVIDERS WHO ARE NOT EMPLOYED BY REWARDLY OR ANY OF ITS AFFILIATES. You may not access the Services from territories where the Services or any content or functionality of the Services are prohibited. You agree that REWARDLY has a commercial relationship with each person who offers an Offering through the Services (each a “Merchant”), and that Merchants may be able to have their products or services listed more prominently or be featured or otherwise promoted in exchange for compensation to REWARDLY. You agree that REWARDLY does NOT assume responsibility for any products, content, services, websites, advertisements, offers, or information that are provided by third parties and made available through the Services, including, for certainty, the Offerings made available through the Services by Merchants. When you purchase an Offering, you are entering into a contract directly with the Merchant who provides the Offering. REWARDLY is not and does not become a party to or other participant in any contractual relationship between customers and Merchants. REWARDLY does not act as an agent in any capacity for a Merchant, except as follows. REWARDLY is a limited agent for Merchants with the authority to offer a Merchant’s services for sale at the price shown through the Services. REWARDLY has the authority to accept or decline your request to purchase such services on behalf of a Merchant and collect payment for your purchase on behalf of the Merchant. REWARDLY also has the authority to provide certain discounts and promotional offers in connection with Offerings offered through the Services. REWARDLY is not responsible for the quality, character or safety of any products or services (including Offerings) available through the Services; these aspects are the sole responsibility of Merchants. 3. YOUR REGISTRATION OBLIGATIONS; ACCURACY OF INFORMATION; PERMITTED USERS; COVID-19 We reserve the right to decline to provide Services to any person who breaches these TOS. In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the online registration form when you sign up for the Services or register as a customer to attend an Offering or as a Merchant to provide an Offering (the “Registration Data”) or with respect to any payment information requested; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, materially inaccurate or incomplete, or if you do not keep it current, or if REWARDLY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, REWARDLY has the right to suspend or terminate your account and your Subscription and refuse your access to or use of the Services. The Services are not intended for individuals under the age of 18. You hereby affirm that you are over the age of 18. If you are under 18 years of age, then you may not use the Services. You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Services. 4. REWARDLY PRIVACY POLICY Registration Data and personal information about you are subject to our Privacy Policy, the terms of which are incorporated by reference. Each time you use our Services, you consent to the collection, use and disclosure of personal information by REWARDLY in accordance with our Privacy Policy, as amended from time to time. 5. ACCOUNT, PASSWORD AND SECURITY You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur when your password or account are used. You agree to (a) immediately notify REWARDLY of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. REWARDLY will not be liable for any loss or damage arising from your failure to comply with these TOS. 6. INDEMNITY; DAMAGE CLAIMS BY ANOTHER LEARNER OR MAKER You agree to indemnify and hold REWARDLY, and its subsidiaries and affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”) by a third party arising from or related to your negligence or wilful misconduct, your violation of these TOS, or your violation of any rights of another person. You also agree to indemnify and hold the Indemnified Parties harmless for any Losses arising from or related to your violation of these TOS. The foregoing shall apply to direct Claims. 7. PAYMENT AND BILLING FEES There is currently no charge for your use of the Services; however, we reserve the right to introduce, charge, or change a service fee or implement charges for features of the Services as indicated to you from time to time. Any such fees will be set out in these TOS or on the Services. You acknowledge and agree that REWARDLY charges a fee to Merchants in connection with Offerings that you purchase. We reserve the right to change the amount of cash back or credits that you are entitled to from a given purchase from time to time, or to make other good faith changes to our cash back/credit program. From time to time, information on the Services may contain typos, inaccuracies, or omissions with respect to pricing, Offerings, promotional offers, and other matters. We reserve the right, without prior notice, to correct any errors, inaccuracies or omissions, to change or update information, and to refuse or cancel orders if any information on the Services contains a typo, inaccuracy, or omission at any time (including after you have submitted your order and after your credit card or other payment method have been charged). YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BILLING AGENT WE USE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US (INCLUDING APPLICABLE FEES AND TAXES) WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW. We may limit the number of promotions for which you may be eligible in a given period. In addition, certain promotional offers and discounts may apply to first-time purchasers only. We have no obligation to withhold taxes in connection with any services provided by a Merchant to you in connection with the Services. If for any reason we do not receive payment from your credit card or other payment method issuer, then upon demand, you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice. REWARDLY may add additional payment methods from time to time. Your failure to pay according to the terms of these TOS shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 18% per annum or the maximum amount permissible by law and/or (ii) suspend or terminate your subscription (if applicable) and/or access to our products and services. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts. If you believe that a billing discrepancy has occurred, you must notify us within 60 days after the date on which such discrepancy first appeared on your credit card or other payment method account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period. Expenses and incidental costs not specifically stated in the Offering listing or your confirmation receipt including, but not limited to costs for transportation, food, and lodging, are your sole responsibility. If the currency in which you pay for an Offering is different than your payment method’s billing currency, then your bank or credit card company (or other third party that you use to pay for an Offering) may convert the payment amount to your billing currency associated with your payment method, based on an exchange rate and fee amount determined solely by such third party. As a result, the amount listed on your payment statement issued by such third party may be a different amount than that shown at checkout on the Services. Please contact your bank or credit card company (or the other third party that you use to pay for an Offering) if you have any questions about these fees or the applicable exchange rate. If you are connected with a third party through the Services (other than our payment processors; and including a third party service provider) and provide payment directly to them (i.e. not through the Services), you acknowledge and agree that REWARDLY is not responsible for the creditworthiness of such service provider and is not liable if they fail to provide the services purchased or perform such services in an appropriate manner. 8. REFUNDS All amounts paid by you are final and non-refundable, unless otherwise determined by REWARDLY or unless otherwise set out in these TOS or in a refund policy that we may create from time to time and post on the Services. If you believe you are entitled or should be entitled to a refund, please contact us or the Merchant to discuss. 9. NO RESALE You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Services or any proprietary information of REWARDLY contained in the Services. 10. MODIFICATIONS TO SERVICES REWARDLY reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that REWARDLY will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or your access thereto. 11. TERMINATION You agree that REWARDLY, in its sole discretion, may terminate your password, account or use of the Services, and remove and discard any content accessible via the Services (provided that it is in compliance with applicable laws), for any reason, including, without limitation, for lack of use or if REWARDLY believes that you have violated or acted inconsistently with the letter or spirit of these TOS. REWARDLY may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, without notice. Further, you agree that REWARDLY will not be liable to you or any third party for any termination of your access to the Services or expungement of your information. 12. REWARDLY’S PROPRIETARY RIGHTS You acknowledge and agree that the Services and any proprietary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Services and information presented to you through the Services is protected by the law of copyright, trade-mark, service mark, patent or other proprietary rights laws. Except as expressly authorized by REWARDLY or its information partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part. REWARDLY grants you a personal, non-transferable and non-exclusive right to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create any derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code for the Services, sell, assign, sublicence, grant a security interest in or otherwise transfer any right in the Services or the underlying software. You agree not to obtain or attempt to obtain unauthorized access to the Services or the underlying software. You agree not to access the Services by any means other than through the interface that is provided by REWARDLY for use in accessing the Services. If you post content or submit material using or through the Services, then unless we indicate otherwise, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicencable right to use, adapt, publish, perform, translate, produce, reproduce, modify, create derivative works from, distribute, communicate to the public, and display such content throughout the world in any media for all purposes, including in advertising and promotions. You grant us and our sublicencees the right to use the name that you submit in connection with such content, if us or our sublicencees choose. You represent and warrant that you own or otherwise control all the rights to the content that you post, that the content is accurate, and that use of the content you supply does not violate these TOS and will not cause injury to any person or entity. You represent and warrant that you will indemnify and hold us harmless for all Claims resulting from content you supply. We have the right, but not the obligation, to monitor and edit or remove any activity or content, and we take no responsibility and assume no liability for any content posted by you or any third party. If you provide REWARDLY with any feedback on or comments regarding the Services, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you. 13. Ratings and Reviews The Services may provide the opportunity for customers and Merchants to leave public reviews (“Reviews”) and submit ratings (“Ratings”). Reviews and Ratings reflect the views of customers and Merchants and do not reflect the opinion of REWARDLY. REWARDLY does not verify Ratings or Reviews, which means Ratings and Reviews may be inaccurate or misleading. If you post a Review or a Rating, then you agree that such Review or Rating shall not contain any offensive, libelous, or defamatory language, shall be accurate, and shall be compliant with other terms of these TOS. We reserve the right to remove any Reviews or Ratings that in our opinion, acting reasonably, do not comply with these TOS. You acknowledge and agree that your Ratings and Reviews are public and are viewable by other customers and Merchants using the Services, as well as members of the public. You agree not to: 1. manipulate the Ratings or Reviews in any manner, including by asking a third party to write a Review or provide a Rating about a customer or Merchant who has not participated in the applicable Offering being reviewed; 2. threaten to use Reviews or Ratings to force a Merchant to provide refunds, additional compensation, or a reciprocal positive Review or Rating; 3. require a Merchant to leave a positive Review or Rating in exchange for a reciprocal Review or Rating; or 4. ask a Merchant to take specific actions related to a Review or Rating in exchange for a resolution to a dispute between the parties.
The foregoing do not prohibit a customer from contacting a Merchant with a problem prior to leaving a Review or Rating. 14. Use of the App If you download the App from a distribution platform or app store other than through the Website (each an “App Provider”), including through a platform operated by Google or Apple, then you acknowledge and agree that: (i) these TOS are between REWARDLY and you, and not the App Provider; (ii) you must comply with the App Provider’s applicable terms and conditions; (iii) the App Provider is not responsible for any claims you have with respect to your use of the App, including any product liability claims, and the App Provider has no warranty obligation with respect to the App or obligation for any maintenance or support services with respect to the App; (iv) the App Provider is a third party beneficiary of these TOS and has the right to enforce these TOS against you as a third party beneficiary thereof; (v) you will comply with all third party terms and conditions when using the App, including those of your data service provider. You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List (or otherwise designated by the U.S. Government as a “terrorist supporting” country). By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. You acknowledge that in the event of any third party claim that the App, or your possession and use of the App, infringes that third party’s intellectual property rights, the App Provider shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 15. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW: a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REWARDLY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. REWARDLY MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING. REWARDLY MAKES NO WARRANTY WITH RESPECT TO THE SERVICES PROVIDED BY ANY MAKERS THROUGH OR IN CONNECTION WITH THE SERVICES. REWARDLY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS, INCLUDING MAKERS WHO PROVIDE SERVICES THROUGH OR IN CONNECTION WITH THE SERVICES. c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REWARDLY OR THROUGH OR FROM THE SERVICES (INCLUDING BY A MAKER) WILL CREATE ANY WARRANTY OR OBLIGATION NOT EXPRESSLY STATED IN THESE TOS. 16. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
1. REWARDLY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS (COLLECTIVELY, THE “REWARDLY PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DEATH, ILLNESS, OR PERSONAL INJURY (INCLUDING RELATED TO COVID-19), GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ONE OR MORE OF THE REWARDLY PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR ACCESS OR USE, OR YOUR INABILITY TO USE, THE SERVICES, INCLUDING ANY REWARDLYS OR ADVICE PROVIDED THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS PURCHASED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES; (ii) THE COST OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. 2. IN NO EVENT SHALL THE REWARDLY PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL LOSSES RELATING TO THE SERVICES (INCLUDING ANY SERVICES PROVIDED WITH RESPECT TO A REWARDLY THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS PURCHASED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES) EXCEED THE GREATER OF (I) $500; AND (II) THE AMOUNTS PAID BY YOU TO REWARDLY IN THE 6 MONTHS PRIOR TO THE BRINGING OF ANY CLAIM. 3. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 4. YOU ACKNOWLEDGE THAT THE REWARDLY PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TOS AND HAVE THE RIGHT TO ENFORCE THESE TOS AGAINST YOU.
17. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES. IN THOSE JURISDICTIONS, THE WARRANTIES AND CONDITIONS OF REWARDLY WILL BE THE MINIMUM REQUIRED BY LAW AND THE LIMITATION OF LIABILITY WILL BE AS BROAD AS MAY BE CONSTRUED BY APPLICABLE LAW. 18. NOTICE Notices to you may be made via either e-mail or regular mail. The Services may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you via the Services. 19. TRADE-MARK INFORMATION Without REWARDLY’s prior permission, you agree not to display or use in any manner, any of REWARDLY’s trade-marks or tradenames, including “REWARDLY”. The foregoing will not prohibit you from tagging or posting about REWARDLY on social media. 20. GENERAL INFORMATION; APPLICABLE LAW; DISPUTE RESOLUTION These TOS governs your use of and access to the Services, superseding any prior agreements between you and REWARDLY respecting your use of and access to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software. These TOS and the relationship between you and REWARDLY will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these TOS and is hereby expressly excluded. The failure of REWARDLY to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties to these TOS (the “Parties”) nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these TOS are for convenience only and have no legal or contractual effect. To the fullest extent permitted by applicable law and subject to the arbitration provisions below, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with these TOS or your use of the Services. The rights and obligations of the Parties set forth in this Section 21, Sections 6, 16, and 17, and any other provision in these TOS which, by its nature, should survive termination of these TOS, will survive any such termination. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND REWARDLY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND REWARDLY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTES. UNLESS BOTH YOU AND REWARDLY AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If you are located in, are based in, have offices in, or do business in a jurisdiction in which the following provision is enforceable, the following mandatory arbitration provision applies to you. You agree that any Dispute shall be submitted to and determined by binding arbitration in accordance with the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The number of arbitrators shall be one, and the Parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration, failing which the arbitrator shall be appointed by the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English. By agreeing to this provision, the Parties agree that arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon the Parties. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The arbitration proceeding and any decision by the arbitration panel shall be confidential, unless disclosure is required by applicable law. 21. ENGLISH LANGUAGE The Parties have required that this agreement and all documents and notices resulting from it be drawn up in English. Les Parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise. 44020713.2