MYSAYTODAY INC. –TERMS OF SERVICE

Please read these Terms of Service (the “Terms”) carefully because they govern your (“Company”) use of the product and user research services (“Services”) offered by MYSAYTODAY INC. (“MYSAYTODAY”).

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT COMPANY’S RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF MYSAYTODAY’S LIABILITY AND BINDING ARBITRATION. IF COMPANY DOES NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, COMPANY MAY NOT ACCESS OR USE THE SERVICES.

1. Services.

a) Agreement to the Terms.

By using MYSAYTODAY’s Services, Company agrees to be bound by these Terms. If Company does not agree to be bound by these Terms, it shall not use the Services. If Company is accessing and using the Services on behalf of a company (such as its employer) or other legal entity, Company represents and warrants that it has the authority to bind that entity to these Terms. In that case, “Company” will refer to that entity.

b) Changes to the Terms.

MySayToday may update the Terms from time to time in its sole discretion. If MySayToday updates the Terms, it will let Company know by posting the updated Terms on the website associated with the Services and/or may also send other communications. It’s important that Company reviews the Terms whenever MySayToday updates them, or Company uses the Services. If Company continues to use the Services after MySayToday has posted updated Terms, it means that Company accepts and agrees to the changes. If Company does not agree to be bound by the changes, it may not use the Services anymore. Because MySayToday’s Services are evolving over time, MySayToday may change or discontinue all or any part of the Services, at any time and without notice, at MySayToday’s sole discretion.

c) Company’s Use of the Services.

Subject to the Terms, MySayToday grants to Company a limited, non-transferable, non-exclusive, and non-sublicensable right to use the Services Company has signed up for through the standard functionality of the Services solely for Company’s internal business purposes.

d) Authorized Users.

The Services may only be accessed and used by those Company employees or contractors who have been designated and authorized by Company to be granted such access (“Authorized Users”) for the sole purpose of performing their job functions for Company. The credentials for each Authorized User are for a single individual only, they must be kept confidential, cannot be shared or used by more than one person. Company is responsible and liable for: (a) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (b) all uses of the Services resulting from access provided by MySayToday, directly or indirectly, whether such access or use is permitted by or in violation of these Terms, including any associated fees that Company may incur via the Services.

e) Active Users

For the purposes of our services on MySayToday, Active Users are defined as users and administrators who have registered and logged in at least once during the current billing cycle. The number of active users on company’s account will determine the fees associated with your selected plan, as outlined below.

We offer several pricing packages for our services, including:

• Essentials: $ 240 CAD per month, with 20 users included. No Commitment.
• Pro Plan: $550 CAD per month, with 50 users included and an annual commitment.
• Enterprise: Starting from $1,000 per month, with an annual commitment and payment schedule to be determined based on your specific needs.

If your number of active users exceeds the limit set for your plan, you will be required to upgrade to a higher-level plan or pay additional fees for the additional users based on the pricing tiers outlined in the following table:

Users	Cost per User	Monthly Cost
1-49	$12	$12 – $588
50-99	$11	$550 – $1,089
100-149	$10	$1,000-1,490
150-250	$9	$1,350-$2,250
251-499	$7	$1,757–$3,493
500+	$5	$2,500+

 

Upgrades are available for the Essentials package at any time, allowing you to add additional users up to the limit of 50 users for the Pro Plan.

If your number of active users exceeds the limit set for your plan, you will be required to upgrade to a higher-level plan or pay additional fees for the additional users. The pricing structure is based on the purchase of a minimum number of users per plan, and any additional users will be charged at a rate of $12 per additional user or in accordance with the above table whichever is applicable, within the billing cycle, whichever is higher. For example, if you have purchased a plan that includes 20 users for $240 and have 40 active users in a billing cycle, you will be responsible for the base fee of $240 plus an additional fee for the extra 20 users at a rate of $12 per user, which comes to a total of $480 for that month invoiced.

It is company’s responsibility to monitor and manage the number of active users on company’s account, and to ensure that your account remains within the limits set by your chosen package. Failure to comply with these limits may result in the suspension or termination of company’s account, or additional fees as outlined on our above.

f) MySayToday’s Use of Company Data.

“Company Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Company through the Services. Company hereby grants MySayToday a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Company Data for the purpose of hosting, operating, optimizing, and providing the Services.

g) Suspension, Limitation, or Termination.

MySayToday is entitled, without liability to Company, to immediately suspend, terminate or limit Company’s access to any or all part of the Services at any time in the event: (a) that MySayToday reasonably suspects that the Services are being used in violation of any applicable law or regulation or in a manner inconsistent with the Terms; (b) that MySayToday determines that the Services are being used in an unauthorized or fraudulent manner; (c) that MySayToday determines that the use of the Services adversely affects MySayToday’s equipment or service to other customers; (d) MySayToday is prohibited by an order of a court or other governmental agency from providing the Services; or (e) any other event which MySayToday determines, in its sole discretion, may create a risk to the Services or to any other users of the Services. Without limitation, MySayToday will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of MySayToday’s right to use the Services in accordance with the Terms.

2. Fees and Payment Terms.

MySayToday requires payment of Fees for use of the Services (or certain portions thereof) and Company agrees to pay such Fees: By using MySayToday’s services you agree to adhere to the pricing of your chosen package. All pricing information is clearly displayed on our website and is subject to change at any time.

a) Free Trial

MySayToday offer a free trial of our services which requires the provision of credit card information to activate. However, no charges will be incurred during the free trial period unless you choose to upgrade to a paid account. We ensure the security of all credit card information provided in accordance with our policies and procedures. By accepting these terms and conditions, you acknowledge and agree to these terms regarding our free trial offer.

If company choose to upgrade to a paid account, company will be charged the fees associated with company’s chosen package on a recurring basis, as outlined on our website. Payment is due in full at the beginning of each billing cycle, and failure to pay may result in the suspension or termination of your account.

MySayToday accept payment by credit card or other accepted methods, as outlined on this website. All payments are processed securely, and MySayToday do not store any credit card information on our servers. Company is responsible for maintaining the accuracy and completeness of their payment information, and for promptly updating it if necessary.

b) General.

Whether Company makes a one-time payment or purchases a Subscription (each, a “Transaction”), Company expressly authorizes MySayToday (or MySayToday’s third-party payment processor) to charge Company for such Transaction. MySayToday may ask Company to supply additional information relevant to its Transaction, including Company’s credit card number, the expiration date of Company’s credit card and Company’s email and postal addresses for billing and notification (such information, “Payment Information”). Company represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. When Company initiates a Transaction, Company authorizes MySayToday to provide its Payment Information to third parties so MySayToday can complete Company’s Transaction and to charge Company’s payment method for the type of Transaction Company has selected (plus any applicable taxes and other charges). Company may need to provide additional information to verify its identity before completing Company’s Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, Company agrees to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to Company. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All payments shall be paid in Canadian. dollars.

c) Subscription Fee.

If Company purchases a subscription for the Services (“Subscription”), Company will be charged and agrees to pay the annual or monthly Subscription fee (as applicable), plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of Company’s Subscription and each year or month thereafter (as applicable), at the then-current Subscription Fee. Company’s Subscription continues until canceled by Company or MySayToday terminates Company’s access to or use of the Services or the Subscription in accordance with these Terms. In the event Company’s Subscription begins on a day not contained in a later month, Company’s payment method will be charged on such other day as MySayToday deems appropriate. For example, if Company started a monthly Subscription on January 31st, Company’s next payment date is likely to be February 28th, and Company’s payment method would be billed on that date.

d) Canceling a Subscription.

The Company may cancel its Subscription at any time, subject to the following notice periods: (i) 30 days’ written notice for the Essentials package, and (ii) 90 days’ written notice for the Pro and Enterprise packages. However, such cancellation will only be effective at the end of the then-current subscription period. Unless required by law, the Company will not receive a refund of any portion of the subscription fee paid for the then-current subscription period at the time of cancellation. To cancel, the Company can either (i) email MySayToday at letschat@mysaytoday.com and follow any instructions, if any, that MySayToday provides to the Company in response to the Company’s cancellation request, or (ii) for some kinds of Subscriptions, initiate a cancellation through the Company’s account settings within the Services. The Company will be responsible for all subscription fees incurred for the then-current subscription period. Canceling the Company’s Subscription will not terminate the Company’s account. See Section 6 (Termination and Effect of Termination) below for information on terminating the Company’s account.

e) Service and Usage Limits.

Company agrees to be bound by a set allowance of monthly tracked users and studies, surveys, and/or usability and concept tests as stated in the selected plan. Number of monthly tracked users and, studies surveys, and/or usability and concept test allowances reset on the first day of every calendar month, regardless of pilot, service, and billing start dates. MySayToday has no obligation to accept additional requests once Company has reached either monthly tracked user or studies limit for the remainder of the calendar month and will not be liable or responsible for such additional requests. Only studies surveys that receive at least one (1) response in a given month count against the limit. Company agrees to use commercially reasonable efforts to limit requests sent to if included in the plan selected or purchased by the Company, will have a limit of 2,500 monthly tracked  . MySayToday has no obligation to process additional responses beyond this amount if included in the plan selected or purchased by the Company, will have a limit of 2,500 monthly   users. MySayToday has no obligation to process additional responses beyond this amount. If Company’s throughput per monthly tracked user, defined as the sum of all requests, regardless of source, driven by and resulting in unique instances of triggered events and unique instances of updated or invocated attributes, all divided by the number of monthly tracked users as stated in the selected plan, averages more than 100 in any given calendar month during the Term, monthly tracked users will be calculated as the total throughput in that month divided by 100, and will be counted toward total allotment of monthly tracked users specified in the selected plan.

f) Taxes.

Company will be responsible for and will pay all taxes and duties of any kind, including any value added tax and withholding tax, and all similar fees levied upon or associated with the provision of the Services excluding only taxes based solely on MySayToday’s net income. Company will indemnify and hold MySayToday harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest. Company will pay all Fees to   and clear of, and without reduction for, any withholding taxes. If any withholding taxes must be paid based on the Fees, then Company will pay all such taxes and the Fees payable to MySayToday under these Terms will be increased such that the amounts actually paid to MySayToday will be no less than the amounts that MySayToday would have received notwithstanding such tax. Company will provide MySayToday with written documentation, including but not limited to copies of receipts, of any and all such taxes paid in connection with these Terms.

g) Changes.

MySayToday may modify the pricing of the Services at any time and add new services or pricing plans for additional fees and charges, or amend fees and charges for existing Services, at any time and in its sole discretion without prior notice to Company. MySayToday may increase the Fees of the Services for any renewal term.

g) Downgrading:

Downgrading to a lower number of minimum users or package is only possible after the end of the current package. The customer shall not be entitled to any refunds or credits for the unused portion of the current package. If the customer wishes to downgrade to a lower number of minimum users or package after the end of the current package, the customer must provide written notice to the company at least thirty (30) days prior to the end of the current package. The company shall have the right to adjust the pricing and other terms of the new package or minimum users, as applicable. The customer acknowledges that downgrading to a lower number of minimum users or package may result in a loss of functionality or features previously available to the customer, and the customer assumes all risk associated with such loss of functionality or features. This clause shall survive the termination of this agreement and any subsequent renewal or extension thereof.

3. Representations, Warranties and Remedies.

a) Representations and Warranties.

Company represents and warrants that Company (and its employees, contractors, services providers, and Authorized Users): (a) will use the Services only in compliance with the Terms and all applicable laws and regulations; (b) shall not infringe upon any third party’s trade secrets, trademarks, copyright, patent rights or other proprietary rights in its use of the Services, including in connection with providing any Feedback or Company Data; (c) it has obtained and will obtain and continue to have, during the term, all necessary rights, authority and licenses for the access to and use of the Company Data (including any Company Personal Data as defined in the Data Processing Addendum) as contemplated by the Terms; and (d) MySayToday’s use of the Company Data in accordance with the Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Company and any third party.

b) Disclaimers

THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. MYSAYTODAY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT MySayToday KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); OR (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, COMPANY ACKNOWLEDGES AND AGREES THAT MySayToday MAY MODIFY THE FEATURES OF THE SERVICES FROM TIME-TO-TIME AT MySayToday’S SOLE DISCRETION. MySayToday makes no warranty that the Services will meet Company’s requirements or be available on an uninterrupted, secure, or error-free basis. MySayToday makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

4. Indemnification Obligations.

Company will indemnify and hold MySayToday and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Company’s access to or use of the Services, (b) Company Data, or (c) Company’s violation of these Terms.

5. Limitation of Liability.

a) Consequential Damages Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MySayToday NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MySayToday OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b) Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MYSAYTODAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS COMPANY HAS PAID OR ARE PAYABLE BY COMPANY TO MYSAYTODAY FOR USE OF THE SERVICES IN THE PERIOD OF PAST 12 MONTHS ONLY  OR ONE HUNDRED DOLLARS ($100), IF COMPANY HAS NOT HAD ANY PAYMENT OBLIGATIONS TO MYSAYTODAY, AS APPLICABLE.

c) Failure of Essential Purpose.

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 5 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. Termination and Effect of Termination.

a) Termination by MySayToday.

MySayToday may terminate Company’s access to and use of the Services, at its sole discretion, at any time and without notice or liability to Company, provided that, if Company has paid for a Subscription and the termination is not due to Company’s breach of the Terms, MySayToday will refund Company any prepaid fees for the remaining period of Company’s Subscription that extends beyond the effective date of such termination.

b) Termination by Company.

Company may cease use of the Services at any time. If Company is paying for a Subscription, Company may terminate its Subscription through the process in Section 2(c). Company may also cancel its account at any time by sending an email to Letschat@MySayToday.com.

c) Effect of Termination.

Upon any termination of the Terms: (a) all rights and licenses granted to Company under the Terms will immediately cease; (b) Company will immediately pay to MySayToday all amounts due under the Terms, including without limitation, any unpaid portions of the fees; and (c) MySayToday will delete all Company Data, except to the extent that MySayToday is required under applicable law to keep a copy of the Company Data. Notwithstanding any terms to the contrary in the Terms, Sections 2, 3, 4, 5, 6.2, 7, and 10 through 17 will survive any termination of the Terms, and no refunds will be issued upon any termination of the Terms except as explicitly provided herein.

7. Restrictions.

Except as expressly authorized by these Terms, Company shall not (a) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of Application; copy, modify, translate, or create derivative works based on Application or the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof), (c) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or perform any other harmful actions, (d) copy, frame or mirror any part or content of the Services, (e) build a competitive product or service, or copy any features or functions of the Services, (f) interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services, (i) use the software components of the Services, or allow the transfer, transmission, export or re-export of such software components or any   thereof in violation of any export control laws or regulations administered by the Government of Canada, U.S. Commerce Department, OFAC, or any other government agency, (j) remove, alter or obscure any proprietary notices in or on the Services including copyright notices, (k) disclose or make available passwords that MySayToday has provided to Company or the Authorized Users or that are generated in connection with Company’s or Authorized Users’ use of the Services, other than to Authorized Users, or (l) cause or permit any Authorized User or third party to do any of the foregoing. Company will use best efforts to prevent unauthorized access to, and use of, the passwords and the Services, and will immediately notify MySayToday in writing of any unauthorized use of the Services that comes to Company’s attention.

8. App Terms.

a) App License.

The Services include MySayToday’s mobile application (“App”). Subject to Company’s compliance with the Terms, MySayToday grants to Company a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on Company’s computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for Company’s internal business purposes. Except as expressly permitted in the Terms, Company may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (d) make the functionality of the App available to multiple users through any means.

b) Additional Information: Apple App Store.

This Section 8(b) applies to any App that Company acquires from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, Company may notify Apple, and Apple will refund the App purchase price to Company (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by Company or any third party relating to the App or Company’s possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that Company’s possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of the Terms, and upon Company’s acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against Company as a third-party beneficiary thereof. Company represents and warrants that (i) Company is not located in a country that is subject to a Canadian Government embargo, or that has been designated by the Government of Canada as a terrorist-supporting country; and (ii) Company is not listed on any Government of Canada list of prohibited or restricted parties. Company must also comply with any applicable third-party terms of service when using the App.

9. Data Processing Addendum

Each party shall comply with the MySayToday Data Processing Addendum located at: MySayToday.com/dpa, which is incorporated herein by reference.

10. Aggregated and/or De‑Identified Data.

Company acknowledges and agrees that MySayToday may: (a) compile and/or derive aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Data relates (“Aggregated and/or De-Identified Data”); and (b) use Aggregated and/or De-Identified Data for its lawful business purposes. Company Data does not include Aggregated and/or De-Identified Data.

11. Feedback.

MySayToday appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If Company chooses to submit Feedback, Company agrees that MySayToday is free to use it without any restriction or compensation to Company. Feedback is not Company Data.

12. Ownership.

No provision of these Terms shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights from MySayToday to Company or Authorized Users. MySayToday shall own and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; (c) Aggregated and/or De-Identified Data; (d) Feedback; and (e) all intellectual property rights related to any of the foregoing.

13. Publicity.

Company consents to MySayToday’s use of Company’s name and logo on the MySayToday website, identifying Company as a customer of MySayToday and describing Company’s use of the Services notwithstanding any terms to the contrary in these Terms. Company agrees that MySayToday may issue a press release identifying Company as customer of MySayToday.

14. Force Majeure.

Except for payments due under this Terms, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any service providers used by MySayToday, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”).

15. Dispute Resolution; Arbitration Agreement; No Class Action.

a) Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this terms of service, including the breach, termination, or validity thereof, shall be settled by arbitration in Ottawa, Ontario, Canada in accordance with the laws of Ontario and the Arbitration Act, 1991 (Ontario).The arbitration shall be conducted in English by a single arbitrator appointed in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc., as amended from time to time. The parties agree that the arbitrator shall have the power to conduct any necessary hearings, take evidence, and make findings of fact and conclusions of law.

The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall share equally the costs of the arbitration, including the fees and expenses of the arbitrator and any administrative fees.

This arbitration clause shall survive the termination of this agreement and any dispute arising out of or relating to this agreement shall be subject to arbitration. The parties waive any right to bring any claim or action arising out of or relating to this agreement in any court of law, except for the purpose of enforcing the award rendered by the arbitrator.

By using MySayToday’s website, you agree to this arbitration clause and waive any right to participate in a class action or jury trial. You also agree that any dispute will be resolved solely on an individual basis and not in a consolidated, class-wide or representative action.

b) No Class Action

Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving MySayToday and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of Company and MySayToday and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section.

c) Governing Law

This term of service and any disputes arising out of or relating to this term of service, including the breach, termination, or validity thereof, shall be governed by and construed in accordance with the laws of the province of Ontario, Canada, without regard to its conflict of law provisions. Any action or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts of the province of Ontario, Canada, and the parties hereby submit to the exclusive jurisdiction of such courts for the purpose of such action or proceeding. Notwithstanding the foregoing, the parties agree to first attempt to resolve any dispute arising out of or relating to this agreement through arbitration as set forth in the Dispute Resolution Clause of this term of service. In the event of any conflict between the governing law clause and the dispute resolution clause, the dispute resolution clause shall govern.

16. Assignment.

The Terms may not be assigned by Company, by operation of law or otherwise, without the prior written consent of MySayToday, and any attempted assignment without such consent will be void and without effect. MySayToday may freely assign these Terms. Subject to the foregoing, the Terms will be binding upon, will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

17. Miscellaneous.

The Terms, including all of its addenda incorporated herein and/or exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, discussions and understandings, written or oral, with respect to such subject matter. Neither party will be deemed to be an agent or representative of the other party, and the relationship between the parties will only be that of independent contractors. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. If any provision of these Terms is judged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary, and the other provisions of the Terms shall otherwise remain in effect. Any notices or other communications provided by MySayToday under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. The headings to Sections of the Terms are for convenience or reference only and do not form a part of this Terms and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this Terms, whether by virtue of being the drafter or otherwise.

Dated: April 10, 2023 V1