TERMS AND CONDITIONS OF SERVICE

July 18th, 2019

These terms and conditions ("Terms") apply to your use of Ritual’s mobile ordering platform.  All services provided by Ritual, including the services, information, features and functionality offered through our website at www.ritual.co (the "Website") and our mobile device application (“the Application”) are referred to herein as the “Service”.

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF THE SERVICE. THESE TERMS AFFECT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, IN WHOLE OR IN PART, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICE.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time without incurring any liability or obligation.  See below under the heading “Modification of The Service and Terms” for more information.

The personal information you provide through the Service will be collected, used, managed and disclosed in accordance with our Privacy Policy.

RITUAL

These Terms are between you and Ritual Technologies Inc. (“Ritual”) which is a Canadian company with offices located at 82 Peter Street, Suite 200, Toronto, Ontario, Canada, M5V 2G5. When used in these Terms, the terms “us”, “we” and “our” refer to Ritual.

OUR ROLE

We provide a way for you to order (“Order”) products or services (“Products”) from third party restaurants (“Restaurants”). Ritual is a limited agent for its Restaurant partners with the authority to offer a Restaurant’s Products for sale at the price shown through the Service. Ritual has the authority to accept or decline your Order on behalf of the Restaurant and collect payment for your Order on behalf of the Restaurant.  Ritual also has the authority to provide certain discounts and promotional offers in connection with Products offered through the Service. Ritual does not provide the Products itself or operate any of the Restaurants, and is not itself a restaurant. Ritual is not responsible for the quality, character or safety of any Products available through the Service, that is the sole responsibility of the Restaurant. The provision of the Product and fulfilment of any Orders by the Restaurant to you constitutes an agreement entered into between you and the Restaurant. Ritual shall never be a party to such agreement.

SIGNING UP FOR THE SERVICE

You have to be at least the age of majority or older in your jurisdiction of residence in order to use the Service. If you reside in a jurisdiction that restricts the use of the Service because of your age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Service.

By using the Service, you are entering into a contract with Ritual under these Terms. In order to be able to use the Service, you first need to sign-up with Ritual. When signing-up, you are obligated to provide Ritual with certain personal information, including your mobile telephone number and payment card data. Upon successfully signing-up with Ritual, Ritual will provide you with a personal account, accessible to you with a password of your choice.

You warrant that the information you provide to Ritual is accurate and complete and that you will keep the information you have provided to Ritual current through the Service. Ritual is entitled at all times to verify the information that you have provided and to refuse use of the Service without providing reasons.

In connection with your use of the Service, Ritual may send you electronic service messages. These electronic messages may be sent for various reasons, including to provide a receipt for your Order, for security purposes (e.g. verifying that your smartphone is connected to the phone number you entered upon registration) and for issues related to an Order you placed (e.g. if the Restaurant is out of stock of an item you ordered, you may be notified by text message).  For information about promotional and marketing messages, please refer to our Privacy Policy.

MAKING AN ORDER

The Service allows you to send Orders to Restaurants. The GPS receiver – which should be installed on the mobile device on which you have downloaded the Application – detects your location and uses your location to optimize sending an Order to a Restaurant. Ritual has the sole and complete discretion to accept or reject each Order on behalf of the Restaurant. Once you have submitted your Order, you will not be entitled to change or cancel your Order, nor will you be entitled to a refund of your Order. Ritual will notify you as soon as reasonably practicable if your Order is rejected for any reason. Your Order may be rejected at any time because the Restaurant is too busy, due to weather conditions or for any other reason. If your Order is accepted, payment will be authorized by Ritual and you will be provided an estimate on when your Order will be ready. Neither Ritual nor the Restaurant guarantee that Orders will be ready for pick-up within the estimated times.

If you have any issues with your Order (including any issue regarding the accuracy of information provided through the Service), or wish to change or cancel your Order after it has been accepted, you may contact us directly (support@ritual.co) and we will assist you in resolving your issue. We cannot guarantee that we can resolve any complaint or issue you have because resolution is at the sole discretion of the Restaurant once an Order has been accepted. If we are unable to assist you in resolving a complaint, you will need to address it directly with the Restaurant.  All complaints regarding the quality of any Products should be addressed directly to the Restaurant. Ritual has no obligation to compensate you for any dispute you may have with any Restaurant.

ACCEPTABLE USE

You may only access the Service using the means and methods permitted by Ritual. It is your responsibility to ensure you download the correct Application for your device. Ritual is not liable if you do not have a compatible mobile device or if you download the wrong version of the Application for your mobile device. Ritual reserves the right to terminate your use of the Service should you be using the Service with an incompatible or unauthorised device.

By using the Service, you further agree that:

  1. You will only use the Service or download the Application for your sole, personal use and will not resell it to a third party;
  2. You will not authorize others to use your account;
  3. You will not assign or otherwise transfer your account to any other person or legal entity;
  4. You will not use the Service for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
  5. You will not use the Service to cause nuisance, annoyance or inconvenience;
  6. You will not impair the proper operation of any network accessed through the Service;
  7. You will not try to harm the Service in any way whatsoever;
  8. You will not copy or distribute the Website or Application without written permission from Ritual;
  9. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
  10. You will provide us with whatever proof of identity we may reasonably request;
  11. You will only use the Service through an internet connection you are authorized to use;
  12. You are aware that when the Service may require receiving or sending messages by SMS (if available in your jurisdiction), standard messaging charges (if any) will apply;
  13. You will not use the Service with an incompatible or unauthorized device; and
  14. You will comply with all applicable laws including the laws of the area in which you are present while using the Service.

Ritual reserves the right to immediately terminate your use of the Service should you not comply with any of the above rules. Ritual will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Ritual may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Ritual has no obligation to monitor your access to or use of the Service, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

PAYMENT

The Service is available to you free of charge. Ritual reserves the right to introduce a fee for the use of the Service. If Ritual decides to introduce such a fee, Ritual shall inform you accordingly and allow you to either continue or terminate your use of the Service.

Ritual shall charge you on behalf of the Restaurant for the Order placed by you. You agree that you will pay for all Products you purchase from the Restaurant, and that Ritual may charge you the total amount for your Order using the payment method provided by you (including any taxes and late fees, as applicable). You are responsible for the timely payment of all fees and for providing Ritual with a valid method of payment at all times. Any payment made is non-refundable.  Payment options available to you when registering for the Service may include all major credit cards, Debit/Visa (traditional debit cards are not accepted), Google Pay, Apple Pay and Apple Pay Cash (in US only).  Ritual may add additional payment methods from time to time.

Ritual uses a third-party payment processor (the "Payment Processor") to link the payment card you provide to the Service, and by using this third-party service, you agree to its terms and conditions of service.

The processing of payments or credits, as applicable, in connection with your use of the Service will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to these Terms. Ritual is not responsible for any errors by the Payment Processor.

PROMOTIONS AND REWARDS

Ritual may, in Ritual's sole discretion, provide offers, programs and promotions (“Promos”) that allow you to obtain account credits, reward points, or other features or benefits related to the Services and/or a third party provider's services (collectively, “Promo Benefits”). Promos may be subject to additional terms and conditions that Ritual establishes from time to time.  You agree that:

  1. Promos must be used for the intended audience and purpose, and in a lawful manner;
  2. Promos may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Ritual;
  3. Promos may be changed, terminated or disabled by Ritual at any time for any reason without prior notice or liability to Ritual;
  4. One Promo cannot be combined with any other Promo unless expressly permitted by Ritual in the terms of the Promo;
  5. Promo Benefits may only be used pursuant to the specific terms that Ritual establishes for the applicable Promo; and
  6. Promo Benefits are not redeemable for cash and may be subject to expiration or termination conditions.

Certain Promos may only be available to new users. New users are natural persons who have not yet created a Ritual account.  New users may also be required to complete an Order before being eligible for any Promo offer and the Promo Benefits.  Additional terms and conditions specific to new user Promos may be specified by Ritual from time to time.

Ritual reserves the right to delay delivery of Promo Benefits pending verification that a user has complied with the terms of the Promo, including verification of the user's identity. Ritual users that make a referral code available to others must not make any false or misleading representations related to Ritual or the benefits a new user may receive upon signing-up for Ritual. Ritual reserves the right to deduct or cancel Promo Benefits in the event that Ritual determines or believes that the use or redemption of the Promo was in error, fraudulent, illegal, or in violation of the applicable Promo terms or these Terms.

Account credits provided by Ritual, whether as a Promo Benefit, through the redemption of rewards points or otherwise provided by Ritual through any means, have no cash value and will only apply in the local currency and are not transferable. If a purchase on Ritual exceeds the account credit value in your account, the remaining balance will be charged to the registered credit card. Account credits may be cancelled and removed from your account. Unless otherwise specified in the particular Promo, account credits are subject to cancellation by Ritual at any time and may be removed from your account at Ritual’s discretion.

Unless otherwise prohibited by applicable law, Ritual reserves the right to cancel and/or expire any rewards points in your account after one year of account inactivity.

INDEMNIFICATION

By accepting these Terms and using the Service, you agree that you shall indemnify and hold harmless Ritual, its affiliates, licensors, and each of their officers, directors, other users, employees, attorneys and agents (collectively, “Ritual Group”) from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including, without limitation, Restaurants arranged via the Service; or (iii) your use or misuse of the Service.

LIABILITY

THE LEGISLATION OF CERTAIN JURISDICTIONS DOES NOT ALLOW FOR CERTAIN EXCLUSIONS OF LIABILITY, SO THAT SOME OF THE PROVISIONS BELOW MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT NOTHING IN THESE TERMS SHALL AFFECT YOUR STATUTORY RIGHTS. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY TO YOU TO THE EXTENT THAT, BY APPLICABLE LAW, SUCH LIABILITY MAY NOT BE SO LIMITED OR EXCLUDED.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY US TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RITUAL DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT: (I) THE APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR PERSONAL EXPECTATIONS OR BE OF A CERTAIN QUALITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO MEMBER OF THE RITUAL GROUP SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REVENUE, ECONOMIC ADVANTAGE, GOODWILL, DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES (WHETHER OR NOT THE RITUAL GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF ANY CONTENT YOU MAY ACCESS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE SERVICE; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE, RELEASE AND DISCHARGE THE RITUAL GROUP FROM ALL LEGAL CLAIMS, DEMANDS, DAMAGES, ACTIONS OR CAUSES OF ACTION IN RESPECT OF THE FOREGOING. RITUAL WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL.

WITHOUT PREJUDICE TO THE FOREGOING, AND INSOFAR AS ALLOWED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE RITUAL GROUP TO YOU IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE SHALL IN NO EVENT EXCEED CAD$100.00.

CONTENT

For the purpose of these Terms, the following definitions apply:

"Content" means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Application), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.

"Ritual Content" means Content owned or used by Ritual, its affiliates or third-party licensors (including Restaurants) and made available through the Service, but excluding User Content.

"User" means a person who accesses or uses the Service.

"User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service.

"Collective Content" means, collectively, Ritual Content and User Content.

Subject to your compliance with these Terms, Ritual grants you a limited, revocable, non-exclusive, non-transferable license:

  1. to view, download and print any Ritual Content solely for your personal and non-commercial purposes; and
  2. to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.

Unless otherwise stated, the copyright and other intellectual property rights in the Ritual Content are owned by us, the Restaurants or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms, any use of extracts from the Ritual Content other than in accordance with these Terms is prohibited.

You have no right to sublicense the license rights granted in this section.

You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Collective Content, except as expressly permitted in these Terms. You may not reuse any Collective Content without first obtaining the written consent of Ritual. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Ritual or its licensors, except for the licenses and rights expressly granted in these Terms. Any rights not expressly granted in these Terms are reserved.

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on through the Service. User Content will be deemed non-confidential and non-proprietary. By providing User Content to Ritual, you grant Ritual a non-exclusive, perpetual, transferable, worldwide, royalty-free, right to use, copy, distribute, display, modify, make derivative works from, and disclose to third parties any User Content for any purpose, in any medium and throughout the world. You hereby waive any moral rights in your User Content in favour of Ritual.

You acknowledge that Ritual only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. Ritual does not continuously monitor User Content published by you or moderate between Users, nor shall Ritual be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of Ritual.

Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory, vulgar, illegal, or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.

You agree to indemnify and hold harmless the Ritual Group against all costs, expenses, damages, losses and liabilities incurred or suffered by any member of the Ritual Group related to any User Content posted or transmitted by you through the Service.

Ritual reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which Ritual believes is not in accordance with these Terms (including without limitation materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to Ritual. You agree to provide to Ritual sufficient information to enable Ritual to investigate whether such User Content breaches these Terms.  Ritual shall take such action as Ritual in its sole discretion decides. However, Ritual does not warrant or represent that it will block or remove (in whole or in part) or monitor such User Content.

APPLICATION LICENSE

Subject to your compliance with these Terms, Ritual grants you a limited, non-exclusive, revocable, non-transferable license to download and install a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use. You shall not:

  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way;
  2. modify or make derivative works based upon the Application;
  3. create Internet "links" to the Service or "frame" or "mirror" any Application on any other server or wireless or Internet-based device; or
  4. reverse engineer or access the Application in order to: (i) design or build a competitive product or service; (ii) design or build a product using similar ideas, features, functions or graphics of the Application; (iii) copy any ideas, features, functions or graphics of the Application; (iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application; (v) misuse the Application, including by hacking or "scraping"; (vi) send spam or otherwise duplicative or unsolicited messages of any kind in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or anything which would violate third party privacy rights; (viii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the Application; or (x) attempt to gain unauthorized access to the Application or its related systems or networks.

INTELLECTUAL PROPERTY OWNERSHIP

Ritual alone (and its third party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, Application or the Service.

These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Website, the Application or the Service, or any intellectual property rights owned by Ritual. Ritual's name, logo, and the product names associated with the Service are trademarks of Ritual, its affiliated companies or third parties, and no right or license is granted to use them.

THIRD PARTY INTERACTIONS

During use of the Service, you may enter into correspondence with, purchase goods or services from, or participate in promotions of Restaurants, advertisers or sponsors through a link on the Website or through the Application or Service. These links take you off the Website, the Application and the Service and are beyond Ritual's control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Ritual is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk.

Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those websites prior to using them.

TERMINATION

You are entitled to terminate your use of the Service at any time by permanent deletion of the Application installed on your smart phone, thus disabling the use by you of the Application and the Service. You can close your user account at any time by following the instructions on Ritual's website. Ritual is entitled to terminate your use of the Service at any time without notice and with immediate effect (by disabling your use of the Application and the Service) for any reason, including, if you: violate or breach any term of these Terms, or in the opinion of Ritual, misuse the Application or the Service.

ENTIRE AGREEMENT

The Terms (including any referenced documents) constitute the entire agreement between you and Ritual and governs your use of the Service, superseding any prior version of these Terms between you and Ritual.

WAIVER AND SEVERABILITY OF TERMS

The failure of Ritual to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be invalid, the parties nevertheless agree that the court or arbitrator should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

MODIFICATION OF THE SERVICE AND TERMS

Ritual reserves the right, at its sole discretion to change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Ritual may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

Ritual reserves the right, at its sole discretion, to modify or replace any of these Terms. If we change these Terms, we will provide notice to you by posting the revised Terms on our Website and by indicating at the top of this page the date these Terms were last updated. Such changes will be effective when the revised Terms are posted to our Website.  You should check the Terms frequently for any revisions, and especially before your use of the Service. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the Service.

NOTICE

Ritual may give notice by means of a general notice sent through the Application, or by electronic mail to your email address on record in Ritual's account information, or by written communication sent by regular mail to your address on record in Ritual's account information.

ASSIGNMENT

You may not assign your rights under these Terms without prior written approval of Ritual.

APPLICABLE LAW AND DISPUTE RESOLUTION

To the fullest extent permitted by applicable law, 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 Terms or your use of the Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.  If you are a resident of the Province of Quebec, Canada, the laws in that province will apply and the courts in that province will have jurisdiction over any Dispute.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND RITUAL AGREE THAT EACH 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. Unless both you and Ritual 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 applicable rules of the American Arbitration Association. 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 International Center for Dispute Resolution Canada. 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 both parties hereto. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.

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