Best efforts to resolve disputes. We mutually agree to use our best efforts to promptly resolve any question, dispute, controversy, claim or other disagreement concerning matters of fact or law arising from or related to these T&Cs and any subsequent amendment to these T&Cs, including, without limitation, their formation, validity, binding effect, interpretation, performance, breach (anticipated, alleged or actual) or termination, as well as non-contractual claims, and any damage resulting from any of the foregoing (a "Dispute"). To this end, we agree to discuss and negotiate with each other in good faith, taking our mutual interests into account, in order to reach a fair, equitable and mutually satisfactory solution.

Arbitration. You waive your right to bring any action before a court and/or to participate in class actions. Instead, if we do not reach a solution under the preceding paragraph within fifteen (15) calendar days after the date on which one of us is notified in writing by the other that a dispute exists (the "Notice of Dispute"), then, upon written notice by one of us to the other (the "Notice of Arbitration"), the dispute (including disputes relating to any transaction you have undertaken through or in connection with your use of the Application) shall be finally settled by arbitration before and under the auspices of the Canadian Commercial Arbitration Centre (the "Arbitration Centre"), in accordance with its commercial arbitration rules, which you acknowledge knowing and which are incorporated herein by reference, subject to the following:

•      the arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement of the parties or, failing agreement within fifteen (15) business days after delivery of the Notice of Arbitration, either party may ask the Arbitration Centre to appoint an arbitrator;

•      the arbitration may be held in person, by submission of documents, by telephone or online;

•      the arbitrator shall give each party the opportunity to be present and to be fully heard, by counsel or otherwise, and to cross-examine, provided that the parties consult in good faith on an appropriate method for obtaining the claimant's testimony, including agreement on a means of obtaining the claimant's direct testimony, if applicable, in a manner that minimizes travel costs and burdens on the claimant;

•      you and the Company expressly agree that any arbitration hereunder may proceed in the absence of any other party who, after due notice, fails to appear or be represented at such arbitration proceedings or to obtain an adjournment thereof, and that, in such a case, an award may be rendered based solely on the evidence presented by the party who is present;

•      the arbitration shall take place in Montreal, in the Province of Quebec;

•      the arbitrator shall decide the matter under and in accordance with the applicable law pursuant to section 12 (including the scope of this arbitration agreement, any limitation period, set-off claims, conflict-of-laws rules, tort claims and interest claims);

•      the arbitrator shall not have the power to add to or modify any provision of the T&Cs; provided, however, that this provision does not prevent the arbitrator from interpreting and construing the applicable provisions of these T&Cs to the extent necessary to apply them to the dispute;

•      any monetary compensatory award shall be limited to what is necessary to put the injured party in the position it would have been in had the other party fully performed; the arbitrator may not award special, exemplary or punitive damages;

•      each party shall be responsible for paying all costs and expenses of its own attorneys' fees and expert witnesses; all other costs and expenses of the arbitration proceedings, including the arbitrator's fees and expenses and the cost of transcripts, shall be shared equally by the parties;

•      all decisions of the arbitrator shall be in writing, set out detailed findings of fact and conclusions of law, and be final, binding and conclusive on the parties, and shall not be subject to appeal, unless a court of competent jurisdiction determines that they are fraudulent, capricious, arbitrary, so grossly erroneous in law as to necessarily imply bad faith, or unsupported by evidence;

•      all arbitration proceedings shall be closed to the public and confidential, and all pleadings, briefs or other documents submitted or exchanged, all testimony or other oral submissions, and all related awards shall be permanently sealed, except as necessary to obtain court confirmation of the arbitral award;

•      in no event shall a demand for arbitration be made after the date on which the institution of legal or equitable proceedings would be barred under the applicable statute of limitations in the jurisdiction in which the arbitration takes place.

Exceptions to informal negotiations and arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and mandatory arbitration: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your intellectual property rights or those of the Company; (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.

Disputes with other persons. The Company reserves the right, but has no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with other Users, you release the Company and hereby agree to indemnify the Company against claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising from or in any way related to such dispute.

Governing law. By using the Company's Application, you agree that the laws of the Province of Quebec, without regard to conflict-of-laws principles, govern these T&Cs and any dispute of any kind that may arise between you and the Company as a result of your use of the Application.