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HARP Terms

These Haystax Affiliate Referral Program (HARP) Terms (these “Reward Program Terms”) will become effective on March 31, 2019

It is your responsibility to read and understand the terms regarding the HARP Rewards program, outlined below. HARP may update or revise these Reward Program Terms from time to time. You agree that you will review these Reward Program Terms periodically. You are free to decide whether or not to accept a modified version of these Reward Program Terms, but accepting these Reward Program Terms, as modified, is required for you to continue using the content, features, and services (the “Services”) made available by HARP. You may have to click “accept” or “agree” to show your acceptance of any modified version of these Reward Program Terms. If you do not agree to these Reward Program Terms or any modified version of these Reward Program Terms, you must terminate your use of the Services, in which case you will no longer have access to your HARP account.

How Do I Join the HARP Rewards Program

- For eligible members, joining the HARP Rewards program is easy. Simply become a registered HARP member by creating a HARP account and follow any applicable instructions for joining the program.

- The HARP Rewards program may not be available in all jurisdictions.

How Do I Collect Reward Points

Only eligible, registered HARP members can participate in the HARP Rewards program and collect Reward Points. To collect Reward Points, an eligible member must first submit mortgage referrals to Haystax. Once the mortgage has funded, the member can then collect the number of Reward Points, if any, on a mortgage once it has completed funding and the lender has paid the commission to Haystax. If a mortgage is eligible for Reward Points, HARP will disclose the number of Reward Points associated with that mortgage through means such as displaying the number of Reward Points on the mortgage detail and confirmation pages or the mortgage confirmation email.

HARP Mortgages that are not initiated by a HARP member are not eligible for Reward Points.

As noted above, an eligible member may only collect Reward Points for mortgages made while an active member of the HARP rewards program.

HARP does not award Reward Points if a member or mortgagor is unable, for any reason, to make or honor the mortgage. Reasons a mortgage may be prevented from completing include, but are not limited to:
- technical difficulties
- client(s) do not meet the requirements to obtain a mortgage
- client(s) are not wholly truthful in their disclosure on the application or in subsequent communications, or documents
- client(s) cancel or do not proceed with the mortgage
- the subject property does not meet the minimum requirements for lending

Members will not collect any Reward Points when a mortgage is canceled.

Opportunities to collect Reward Points, and the amount of Reward Points collectable for any mortgage or particular product or other activity, may change from time to time at HARP’s sole discretion.

Do My Reward Points Expire

Subject to the other provisions of these Reward Program Terms, Reward Points collected on or after March 31, 2018 will expire two years from the end of the calendar quarter in which such Reward Points were collected. For example, Reward Points collected by a member on January 1, 2019 will expire at 11:59 pm Pacific Time on January 01, 2020.

If in any 24-month period an HARP member does not collect any Reward Points for a funded mortgage, then all of the member’s collected Reward Points shall be forfeited, and his or her HARP membership may be subject to termination.

How Do I Redeem Reward Points

HARP offers different rewards for which you can redeem your Reward Points.

- Redemption options and methods may change from time to time at HARP’s sole discretion.
- To redeem your Reward Points, please log into your HARP account on the HARP website (from your desktop or laptop)
- All redemptions are final.
- To redeem Reward Points for certain rewards, you may be required to make a reservation.
- The number of Reward Points required to be redeemed for different rewards may vary and will be determined in HARP’s sole discretion.

How Do I Receive Referrals From Haystax

Haystax asks all applicants who are purchasing a home, or seeking to be prequalified, if they are working with a Real Estate Professional (“REP”). In the event that the applicant is not working with a REP Haystax will offer to refer them to a HARP member REP.

Haystax does not guarantee, warranty or otherwise assure member REP’s that the applicant will proceed with a transaction through the REP.

Haystax, and its subsidiaries and affiliates, in no way provide any warranty, or guarantee of the quality of the referral.

The REP understands that it is their sole responsibility to provide service to the applicant pursuant to the Service Level Agreement (SLA) as outlined below.

The REP will at all times conduct themselves within the governing regulatory scope of their professional role and will not engage in any activities that are counter to the governing laws of their province or the country of Canada.

How Does I Haystax Assist The Sale Of My Listings

Only eligible, registered REP HARP members can participate in the property marketing campaign.

Haystax will endeavor to actively market REP listing to our clients who have indicated that they are looking for properties that align with listings carried by our REP HARP members.

Haystax will so-market REP listing via one, some, or all of these methods: o Email campaigns to qualified candidates that have not found a property they wish to purchase. o Social media marketing. Haystax will promote listings on their social media channels. o Website marketing. Haystax will highlight listings from our REP members on the Haystax.ca website.

Haystax is not a licensed real estate agency and as such will not provide any services outside of those specifically listed in this document. Haystax will not offer real estate advice to applicants or person(s) making an enquiry regarding and REP listing that is promoted by Haystax or any of its affiliates, partners, subsidiaries, lenders, or employees.

The REP understands that it is their sole responsibility to provide service to the applicant pursuant to the Service Level Agreement (SLA) as outlined below.

The REP will at all times conduct themselves within the governing regulatory scope of their professional role and will not engage in any activities that are counter to the governing laws of their province or the country of Canada.

Service Level Agreement (SLA)

Only eligible, registered REP HARP members are eligible to receive referrals from Haystax or any of its subsidiary companies.

The REP agrees to the basic service level standards as outlined: o All referrals will receive a communication from the REP within 1 business hour of receiving the referral unless otherwise requested by the applicant. o If a REP is unable to provide service to the Applicant for any reason, the REP agrees to notify Haystax immediately so that the referral may be passed to another participating REP. o The REP agrees to be bound fully by the applicable laws and regulations governing all aspects of real estate transactions in their respective jurisdiction. o If the REP becomes aware of any activity that is contrary to the governing laws of Canada or the jurisdiction in which the transaction is occurring they will immediately report any such knowledge to Haystax. Failure to report any suspect activity will result in the immediate cancellation of the REP’s participation in the HARP program and the REP forfeits any and all accumulated reward points under the HARP program.

Additional Terms

HARP reserves the right to terminate the HARP Rewards program, or to change the terms, regulations or benefits of participation of such program, in whole or in part, at any time with or without notice, even though changes may affect the number or value of Reward Points already collected or the availability or value of redemption options. HARP may also modify the number of Reward Points required for redemption or withdraw, limit, change, or cancel the number, value or type of rewards or redemption options offered. HARP will make the final determination (in its sole and absolute discretion) should any disputes over Reward Points or redemption options arise.

HARP reserves the right to terminate a member's HARP account and cancel any or all collected Reward Points if HARP believes, in its sole discretion, that the member is abusing the HARP Rewards program or is misrepresenting any information furnished to HARP.

If a borrower is unable to honor a mortgage and fails to cancel in advance, HARP will send the member who made the referral an email stating that HARP’s records indicate there was a cancelation. If a member's account accumulates five (5) ‘no-show’ cancellations within a twelve-month period, HARP will cancel that member's HARP account and all collected Reward Points.

Should HARP offer rewards from or through any partners, HARP will not be responsible for any partner's participation in or withdrawal from the HARP Rewards program.

Reward Points collected in two or more different HARP accounts (other than accounts under HARP’s Administrative Assistant and/or Concierge programs) cannot be combined for redemption

Members are solely responsible for any tax liability related to participation in the HARP Rewards program.

Inquiries regarding Reward Points assigned to a mortgage must be submitted via email within 14 days after the date of the referral in order to be considered for review by HARP.

These Reward Program Terms are a part of our Terms of Use and such Terms of Use are incorporated by reference herein.

Your Account

You may (but are not required to) create an account with Haystax through the Haystax Sites (“Account”) in order to use the referral Services or to redeem (as applicable) Haystax HARP Rewards Points.

When registering for an Account, you must provide true, accurate, current, and complete data about yourself on the Haystax registration form (“Registration Data”). You also agree to promptly update the Registration Data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify Haystax of any unauthorized use of your Account or any other breach of security related to your use of the Services

Communications from Haystax

If you use our Sites and Services, Haystax may communicate with you via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with our privacy policy.

Technical Requirements

Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier data or text message charges resulting from your use of the Services, including from any notifications provided by the Services. In order to use the text message based services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access such text message services. Haystax does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the Haystax Site, and some features and portions of the Haystax Site (including, but not limited to, making, modifying, or canceling reservations) may not be accessible with JavaScript disabled.

Modifications to Services

Haystax reserves the right, in its sole discretion, to modify the Services from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of the Haystax Sites, lenders, and/or Merchants. Haystax shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Services

Intellectual Property Rights and Grant of Rights to User

The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “Haystax Content”) are provided to User by Haystax or its partners or licensors solely to support User’s permitted use of the Services. The Haystax Content may be modified from time to time by Haystax in its sole discretion. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Services or the Haystax Content by User shall constitute a material breach of this Agreement. Haystax and its partners or licensors retain all rights in the Services and Haystax Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of Haystax or any third party is granted under this Agreement.

Application License

Subject to the terms and conditions of this Agreement, Haystax grants User a non-exclusive, non-transferable, revocable license to use the Haystax mobile applications, in object code form only, on User’s compatible mobile devices, solely to support User’s permitted use of the Services.

Use Restrictions

The Services and Haystax Content are offered solely for User’s personal use for the purposes described in this Agreement. Any and all other uses are prohibited. Haystax expressly reserves all its rights and remedies under applicable laws (including state, federal, and provincial/territorial laws). Haystax reserves the right, in its sole discretion, to refuse service, terminate Accounts, remove or edit content, cancel mortgages, or deny access to the Services. You agree not to (and not to allow any third party to):
(1) use any deep-link, robot, spider, scraper, or other automatic or manual device, process, or means to access, copy, search, or monitor any portion of the Services or Haystax Content, except as expressly authorized by Haystax;
(2) take any action that imposes or may impose (in Haystax’s sole determination) an unreasonable or a disproportionately large load on the Services or Haystax’s infrastructure;
(3) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services;
(4) rent, lease, copy, provide access to or sublicense any portion of the Services or Haystax Content to a third party;
(5) use any portion of the Services or Haystax Content to provide, or incorporate any portion of the Services or Haystax Content into, any product or service provided to a third party;
(6) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Haystax);
(7) modify any Services or Haystax Content or create any derivative product from any of the foregoing;
(8) remove or obscure any proprietary or other notices contained in the Services or Haystax Content;
(9) use the Services or Haystax Content for any illegal purpose; or
(10) publicly disseminate information regarding the performance of the Services or Haystax Content or access or use the Services or Haystax Content for competitive analysis or benchmarking purposes. Although the Haystax Sites may be accessible worldwide, not all features or services discussed, referenced, provided or offered through or on the Haystax Sites are available to all persons or in all geographic locations, or appropriate or available for use outside of Canada. Haystax reserves the right to limit, in its sole discretion, the provision and quantity of any feature or service to any person or geographic area.

Termination

Haystax may suspend your ability to use all or any element of the Services or may terminate this Agreement effective immediately, without notice or explanation. Without limiting the foregoing, Haystax may suspend your access to the Services if we believe you to be in violation of any part of this Agreement (including any Haystax Policies). After any suspension or termination, you may or may not be granted permission to use the Services or re-establish an Account, and, where applicable, you may lose access to and be unable to use any accumulated dining points as described this document. You agree that Haystax shall not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content stored in your Account for which Haystax will have no liability whatsoever.

Reviews, Comments, Communications, and Other Content

The Services may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“User Content”). Any such User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own business or any business of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. The name or handle you choose to provide to Haystax may be displayed publicly with such User Content. Haystax reserves the right (but has no obligation) to monitor, remove, or edit User Content in Haystax’s sole discretion, including if User Content violates this Agreement (including any Haystax Policies), but you acknowledge that Haystax may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant Haystax a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to the consumer, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the User Content you submit in favor of Haystax. You represent that you own, or have the necessary permissions to use and authorize the use of User Content as described herein. Haystax takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party, nor do we guarantee any confidentiality with respect to User Content.

Your Representations and Indemnity

You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by Haystax and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at Haystax’s request) defend Haystax, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “Haystax Parties”) from and against all claims resulting from (1) any User Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of this Agreement.

Liability Limitations

EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE HAYSTAX PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE HAYSTAX SITES, SERVICES, THE HAYSTAX CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES). IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE HAYSTAX SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE HAYSTAX CONTENT. IF YOU ARE A RESIDENT OF THE UNITED KINGDOM OR EUROPEAN UNION, THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY OR HEALTH.

IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE GIFT CARD TERMS, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR AY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY CDN DOLLARS ($50)

You and Haystax understand and agree that the disclaimers, exclusions, and limitations in this Section 19 and in Section 20 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Haystax would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose

Disclaimer of Warranties

YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND HAYSTAX CANNOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES, ALL HAYSTAX CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. HAYSTAX EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. HAYSTAX DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT HAYSTAX WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. HAYSTAX SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF HAYSTAX

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Third-Party Websites, Applications and Services

The Services may contain hypertext links to websites and applications operated by parties other than Haystax. Such hypertext links are provided for User’s reference only, and Haystax does not control such websites and is not responsible for their content. Haystax’s inclusion of any hypertext links to such websites or applications does not imply any endorsement of the material on such websites or applications or any association with their operators. Haystax assumes no liability whatsoever for any such third-party websites, applications or any content, features, products, or services made available through such thirdparty websites or applications. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable thirdparty beneficiary's terms of service, including any license transferability and other usage rules therein.

Release

Lenders, service providers, and Merchants are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by you as a result of your (or such recipient’s) interaction with or visit to any lender or service partner or from any promotion, offer, product or service of any lender or service partner. To the maximum extent permitted by applicable law, you hereby release the Haystax Parties from any and all such Claims. You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Haystax Parties pertaining to the subject matter of this Section.

Notify Us of Infringers

If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this Section.
• In order for us to take action, you must do the following in your notice:
• (a) provide your physical or electronic signature;
• (b) identify the copyrighted work that you believe is being infringed;
• (c) identify the item that you think is infringing your work and include sufficient information about where the material is located so that we can find it;
• (d) provide us with a way to contact you, such as your address, telephone number, or email;
• (e) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used in connection with the Services; and
• (f) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury) you are authorized to act on behalf of the copyright owner whose work is being infringed.
• Here is the contact information for our copyright agent:
o Copyright Enforcement
Haystax Financial Inc.
9251 Jaskow Place,
Richmond, BC V7E 5S4
support@haystax.ca
• Again, we cannot take action unless you give us all the required information. 

Severability

If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

Assignment

This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by User, but may be freely transferred, assigned, or delegated by Haystax.

Waiver

Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE

If you are a resident of the United States (including its possessions and territories) or Canada, you agree that any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the Haystax Parties or their successors or assigns shall exclusively be settled through binding and confidential arbitration. If you are a resident in Mexico, you hereby expressly waive any right to exercise a class action before a Mexican court against Haystax and Haystax Parties, pursuant to the terms of the Federal Code of Civil Procedure (CódigoFederal de ProcedimientosCiviles) and any other applicable Mexican legislation.

Arbitration shall be subject to the Federal Arbitration Act and not any state or provincial/territorial arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the laws of British Columbia.

In the case of arbitration and where permitted by law, you are thus agreeing to GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

In the case of arbitration and where permitted by law, you and Haystax must abide by the following rules:
(1) ANY CLAIMS BROUGHT BY YOU OR HAYSTAX MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING;
(2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF;
(3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Haystax will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation;
(4) Haystax also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration;
(5) the arbitrator shall honor claims of privilege and privacy recognized at law;
(6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award;
(7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and
(8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

Notwithstanding the foregoing, either you or Haystax may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the province or federal courts located in Vancouver, British Columbia.

With the exception of Haystax Parties (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Haystax shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside of Canada), the dispute shall be exclusively brought in provincial or federal court located in Vancouver, British Columbia.