Region Specific Terms

These region specific terms (Region Specific Terms) form part of the agreement to which it is referenced.

1. AUVIK CONTRACTING ENTITY, GOVERNING LAW, FORUM AND ARBITRATION

1. General. The table below identifies the Auvik contracting entity, the governing law for resolving disputes arising between the parties or relating in any way to the subject matter of the Agreement, and the forum where such disputes must be exclusively resolved.

If Customer/User Domicile is:	Customer/User is contracting with:	Governing Law is:	Exclusive Forum for Resolving Disputes is binding arbitration:
Canada	Auvik Networks Inc.	The Province of Ontario	under the Simplified Rules of the ADR Institute seated in Toronto, Ontario, as specified in subsection b. below
United States	Auvik US Inc.	The State of Delaware	under the expedited procedures of the American Arbitration Association seated in Detroit, Michigan, as specified in subsection b. below
Any country other than Canada or the United States	Auvik Networks Inc.	The Province of Ontario	under the Simplified Rules of the ADR Institute as specified in subsection b. below

1. Arbitration. In the event of any dispute between the parties or relating in any way to the subject matter of the agreement, the parties hereto must try to settle the dispute. If they do not reach such a solution within a period of 60 days for any reason, then, upon notice by either party to the other, all disputes must be finally settled by confidential and binding arbitration. In each case, the controversy must be submitted to one arbitrator in accordance with the applicable rules:
   • for Canadian domicile Customers or Users, administered by the ADR Institute of Canada, Inc.
   • for US domicile Customers or Users, administered by the American Arbitration Association in accordance with the expedited procedures of its Commercial Arbitration Rules, and
   • for all other international domicile Customers or Users, under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.
   The arbitration proceedings must take place in the city and province or state noted in the table or remotely as allowed by the arbitrator, and will be conducted in English. The decision of the arbitrator is final, conclusive, and binding on the parties.
2. Chart. Each party agrees to the applicable governing law above without regard to choice or conflicts of law principles, and to mandatory binding arbitration seated in the jurisdiction above, as applicable.
3. Misc. These terms all depend on where Customer or User is domiciled. Nothing in these Region Specific Terms prevents a party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any action is entitled to recover its reasonable fees and costs from the other party.
4. Defined Terms. Customer means the applicable customer or MSP identified in the subscription services agreement. User means the user identified in the user terms of service. agreement means the subscription services agreement or user terms of service, as applicable.

2. CANADA – ENGLISH LANGUAGE

It is the express will of the parties that the Agreement and all related documents have been drawn up in English. Where Customer’s or User’s primary address is in Québec, Canada, then it is the express will of the parties that the Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que le contrat et tous les documents connexes soient rédigés en anglais. Unless, and only to the extent, prohibited by law in Customer’s or User’s jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments.

[Effective August 1, 2023]