Terms and Conditions of Service – RIDER A – CANADA

This Rider applies where the Company 3 entity identified on the applicable order is located in Canada. To the extent of any conflict between this Rider and the Terms, this Rider shall prevail.

1. GOVERNING LAW AND JURISDICTION
Section 15.A of the Terms is deleted and replaced with the following:

15.A. Governing Law; Venue. Except as provided in Section 15.J (Arbitration) and unless otherwise required by law: (1) these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles; and (2) the exclusive venue for all legal proceedings not subject to arbitration shall be the courts of competent jurisdiction located in the City of Toronto, Province of Ontario, and each party hereby irrevocably submits to the jurisdiction of such courts.

2. ARBITRATION
Section 15.J of the Terms is deleted and replaced with the following:

15.J. Arbitration. Any dispute, claim, or controversy between Customer and Company 3 (or any of their officers, employees, or agents) arising out of or relating to these Terms, Company 3’s services provided hereunder, or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by binding arbitration in Toronto, Ontario before a single arbitrator. The arbitration shall be administered by the ADR Institute of Canada, Inc. (“ADRIC”) pursuant to the ADRIC Arbitration Rules in effect at the time of the arbitration. Any arbitration may only proceed on an individual basis and both Customer and Company 3 waive any right to participate in any class or collective action. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude either Customer or Company 3 from seeking provisional remedies in aid of arbitration or injunctive relief from a court of appropriate jurisdiction. The decision of the arbitrator shall be final and conclusive. Customer may opt out of this arbitration provision by providing written notice to Company 3 no later than two (2) weeks following the commencement of services hereunder.

3. CURRENCY AND PAYMENT
The following shall supplement Section 4 of the Terms:

4.G. Canadian Currency. All Fees, charges, expenses, and other amounts payable under these Terms shall be denominated and payable in Canadian dollars (CAD), unless otherwise specified in the applicable order or quotation. Where the rate card or quotation is denominated in a currency other than CAD, the applicable amount shall be converted to CAD at the Bank of Canada daily exchange rate in effect on the date of the applicable invoice.

4. TAXES
The following shall supplement Section 4.B of the Terms:
For the avoidance of doubt, “Taxes” as used in Section 4.B shall include the Goods and Services Tax (GST) imposed under Part IX of the Excise Tax Act (Canada), the Harmonized Sales Tax (HST), and any applicable Provincial Sales Tax (PST) or Quebec Sales Tax (QST). Customer shall provide its GST/HST registration number to Company 3 upon request where applicable for purposes of input tax credit claims.

5. INSURANCE
The insurance requirements set forth in the Terms, to the extent applicable, shall be denominated in Canadian dollars.
Insurance policies shall be obtained from insurers licensed to do business in Canada and rated A- or better by A.M. Best (or an equivalent Canadian rating).

6. ADDITIONAL CANADIAN PROVISIONS

A. Consumer Protection
Nothing in these Terms shall be construed to exclude or limit any rights or remedies available to Customer under the Consumer Protection Act, 2002 (Ontario), the Consumer Protection Act (British Columbia), or any other applicable provincial consumer protection legislation, to the extent that such rights and remedies cannot be excluded or limited by contract under applicable law.

B. Statutory Limitations
To the extent any limitation of liability, exclusion of warranty, or other provision of these Terms would be unenforceable under the laws of the applicable Canadian province or territory, such provision shall be limited to the minimum extent necessary to comply with applicable law. For the avoidance of doubt, nothing in these Terms shall exclude or limit Company 3’s liability for: (i) death or personal injury caused by Company 3’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable Canadian law.