Terms Of Service

TERMS OF SERVICE

Upportu

Welcome to Upportu!

Please read these Terms of Service (the “Agreement”). This is a legal agreement between UPPORTU, a sole proprietorship (“Upportu”, “we”, “us”, “our”) and you (“you”, “your”) which governs your use of the www.upportu.com website (the “Website”).

This Agreement covers the Terms of Service whether you are registering as a freelance 3D design studio (referred to here as a “Studio”) or registering as a client firm or agency seeking 3D design freelancers (referred to here as a “Client”). The Website connects and supports both Clients and Studios.

“User(s)” means any user(s) of the Website or Service, and may be a Studio or a Client.

Your use of the Website constitutes your acceptance of, and agreement to, all of the terms and conditions in this Agreement and your representation that you are 18 years of age or older. If you object to anything in this Agreement, you are not permitted to use the Website.

By acknowledging this Agreement and/or using the Website, you expressly acknowledge that you have read, understand and agree, without limitation or qualification, to be bound by this Agreement and you accept all of its terms.

Account and Profile Creation

To use the Website, you must first register by creating a membership account (“Account”), either as a Client or a Studio.

To do so you must complete an application form and, if you are a Client, subscribe to and provide confirmed payment information for one of the monthly access plans offered by Upportu.

Clients and Studios may not have more than one Account.

You represent and warrant that all required registration information you submit is truthful and accurate; and you will maintain the accuracy of such information.

Without limiting the generality of the foregoing, you agree to provide us with identification documents (including copies of IDs, passports or drivers licenses) which we may request from you from time to time for the purposes of verifying your identity.

We reserve the right to refuse any application for an Account for any reason.

You may delete your Account at any time, for any reason, provided that it is 14 days before the end of the Billing Cycle.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Upportu of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence.

We reserve the absolute right to refuse an Account for any reason whatsoever.

You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes or other credentials and login information (collectively, “Passwords”) that you create or that are generated in connection with your use of the Website.

You shall not disclose or make available any Passwords other than to your authorized employees and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Website.

You are solely and fully responsible for all activities that occur in connection with your Passwords.

In the event you believe the Passwords have been compromised, you are solely responsible for notifying us immediately by email to letsgrowtogether@upportu.com.

Upportu cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

In using the Website, you agree that you will use the Website in accordance with this Agreement and the Privacy Policy. Upportu reserves the right to terminate this Agreement if we discover or have a good faith reason to believe that you have violated this Agreement.

This Agreement does not provide any right for you to be offered any business whatsoever, at any time.

It is understood that no promises or representations whatsoever have been made as to the potential number of contracts or the amount of such contracts that you can expect at any time during the term of this Agreement.

You are under no obligation to accept any proposals or bids for work, and (if you are a Studio) you are under no obligation to accept engagements for services for Clients.

Acknowledgments

You acknowledge and agree that:

(a) Upportu does not perform services for, with or on behalf of any User and does not employ people to perform services.

(b) Studios and Clients contract independently for the provision of services.

(d) Users on the Website are independent businesses or contractors.

(e) Studios set their own prices and rates.

(f) Upportu does not set Studios’ hours or terms of sale.

(g) Upportu does not control or direct the Studios’ delivery or performance of services or set their work locations or work hours.

(h) Studios provide services under their own name or business name, and not under Upportu’s name.

Representations

Users additionally represent and warrant as follows:

(a) The execution of this Agreement by and the performance of your obligations and duties hereunder do not and will not violate any agreement to which you are a party or by which you are bound.

(b) Your use of the Website will be in strict accordance with this Agreement, the Privacy Policy and all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the Canada or the country in which you reside)

(d) You are responsible for identifying and obtaining any required licenses, permits, registrations or insurance before offering and undertaking services to other Users;

(e) Studios will honor their commitments to Clients, including by responding to invitations promptly; delivering or performing the services as agreed upon with Clients; and delivering or providing timely, high-quality services to Clients;

(f) Studios will only offer and provide services for which they have the necessary skills and expertise, and provide those services safely and in accordance with all applicable laws.

Accessing the Website

You are responsible for obtaining and maintaining all of the appliances, hardware and software that you may need to access and use the Website. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Website.

You acknowledge that your access to and use of the Website may be suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Website for any reason, including as a result of power outages, system failures or other interruptions, or any other acts, omissions or failures on the part of Upportu.

License

We shall grant you a non-transferable, non-exclusive, license to use the Website for the limited purpose of facilitating connections between you and potential Studios (if you are a Client, or between you and potential Clients (if you are a Studio), that may lead to a contract between you and that/those Studios or Clients, as the case may be.

How to Use the Website

Each Client and Studio will make a profile (“Profile”) on the Website, once registered. You are free to design your Profile as you wish, so long as it is compliant with all parts of this Agreement and the Privacy Policy.

Clients and Studios connect in one of two ways: (1) one-to-one projects posted by the Client; and (2) competitions.

Projects

Clients may look for Studios by posting a detailed statement of work and concepts for a particular project (a “Project”). The Project will include a detailed statement of the project, thumbnail images of some images and files, an example image or rendering, a statement of the project needs, a budget, and time frames for completion.

Studios will then be able to submit a proposal to the Client for the Project (a “Proposal”), including their proposed terms for deliverables, price and timelines.

Clients may also browse and review the Profiles of Studios, and contact them directly to submit a Proposal.

Studios and prospective Clients are free to negotiate the terms of your contract, including price, scope of work and deadlines.

Once Client and Studio have agreed on terms for the Project, the Website will have instructions on how you finalize the contract for a Project.

We may record and display Client contract information and feedback to you. These interactions may include but are not limited to: date of interaction, transaction amount, customer name, Client phone number, customer email address, and ways that the Client has interacted with the Studio.

Competitions (Opportunity board)

Clients may also solicit bids from Studios for a particular Project in a reverse-auction format in which Studios compete for a Project (a “Competition”).

Clients may only post a Competition for a Project with a value equal to or less than the capped amount for their membership plan. The specific cap amounts for Competitions are set out on the membership plan terms page of the Website.

Similarly, Studios may only bid for a Competition for a Project with a value equal to or less than the capped amount for their membership plan. The specific cap amounts for Competitions are set out on the membership plan terms page of the Website.

A Client creates a Competition by creating a design brief (“Design Brief”) and following the other instructions on the Website. The Design Brief must clearly specify the requirements for the Design Competition, such that Studios clearly know the rules and criteria.

Studios may enter a Design Competition by submitting proposals for a Design Brief (“Bid(s)”) by following the instructions on the Website. Bids must comply with the Design Brief.

Clients must select one or more winning Bids by the time the Competition closes.

The Studio that wins a Competition successful in a Design Competition, Upportu will connect the Studio and the Client in a contract.

Teammates

In many cases, a Project will be more than a single Studio can manage. Thus, Studios may also want to engage with other Studios (“Teammates”) on one or more projects distinct from Projects posted by Clients. This is accomplished through a Teammates board on the Website, where Studios exclusively can look for other Studios to collaborate with.

On the Teammates board, a Studio may post an ad for a Teammate to help with a project (“Studio Project”). A Studio Project must be one for which a Studio is already responsible, or for which a Studio intends to have pending a successful Proposal or Bid to a Client.

When Studios post Studio Projects and look for Teammates, all of the rules, rights, disclaimers and waivers applicable to Clients under this Agreement apply with necessary modifications to such Studios.

When Teammates apply for or agree to Studio Projects with Studios, all of the rules, rights, disclaimers and waivers applicable to Studios under this Agreement apply with necessary modifications to such Teammates.

Work Process

For both Projects and Competitions, Upportu will provide Studios and Clients a secure cloud work and storage space for sharing files needed for the project, and for drafts and iterations of the Project’s various components as they are in progress (“Secure Workspace”).

Very often, Studios and Clients will wish to exchange documents and materials belonging to one or the other of a highly valuable, proprietary and confidential nature (“Sensitive Data”) in the course of their Project. This can include:

(a) when Users are opening or downloading documents from another User’s project database to quote prices;

(b) when a Studio starts and Project and downloads files posted by the clients; or

(c) when a Studio finishes a first draft or Preview and shares it with a Client or third party, or anyone else involved in the project.

In all cases where Sensitive Data is shared, Upportu recommends only sharing Sensitive Data in the Secure Workspace, and only after first obtaining or exchanging a mutual confidentiality and non-disclosure agreement (“NDA”).

Upportu will provide a mutually beneficial sample NDA for Clients and Studios to use before sharing any Sensitive Data, but we do not recommend using this without first consulting with your own attorney. We always recommend Users consult with their own attorneys in preparing their own tailor-made NDA to protect their Sensitive Data that is appropriate to their situation.

Once a Client and Studio begin work together, the Studio may grant the Studio access to some or all of the Secure Workspace, to upload files, view files and store drafts of work in progress.

As a Studio completes various stages of a Project, it may then upload or post preview or draft versions (“Previews”) for the Client to review, comment and approve (if satisfactory). The Website will provide a page for Previews.

During a Project, the Studio or Client may also choose to share Previews with third parties (e.g. clients of theirs). The Website will provide a method to easily share Previews. Upportu recommends that Clients and Studios obtain a NDA signed by the recipient of the Previews before sharing such Previews.

The Website will also have pages for tracking the Studio’s progress on a Project in real time, for the posting and review of Previews, and confirming approval of the Client for each stage.

Payment

Upportu will charge Clients monthly subscription fees based on the class or plan of Account they have chosen.

Upportu does not handle any funds other than membership fees charged to Clients.

Accordingly, we do not have any escrow or payment “safe place” on the Website. We recommend that Clients and Studios make their own payment arrangements outside the Upportu platform through EFT, PayPal and other methods.

For Clients, in addition to the Upoints you receive upon registration, you gain 100 Upoints daily by logging in, and will eventually be able to easily redeem them for a free membership plan, on the terms set out on the Website.

Upoints may not be used or acquired during a Free Trial or Redeemed Membership periods.

Third Party Sites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Upportu links, and that link to Upportu.

Upportu does not have any control over those non- Upportu websites and webpages, and is not responsible for their contents or their use.

By linking to a non- Upportu website or webpage, Upportu does not represent or imply that it endorses such website or webpage.

You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses and other harmful or destructive content.

Upportu disclaims any responsibility for any harm resulting from your use of non- Upportu websites and webpages.

Exclusivity

You acknowledge and agree that Upportu’s revenue is derived from its revenue from Clients on the Website.

Therefore, if you are a Client, for 24 months from the time you meet any Studio through the Website (the “Exclusivity Period”), you must use the Upportu Website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upportu Relationship”). Client may opt-out of this obligation only if Client or prospective Client pays Upportu an “Opt-Out Fee” computed to be the greater of the following amounts:

(a) $2,500; or

(b) 15% of the cost to the Client of the services to be performed in the Upportu Relationship during the Exclusivity Period, as estimated in good faith by the prospective Client.

To pay the Opt-Out Fee, you must request instructions by sending an email message to letsgrowtogether@upportu.com.

By way of illustration and not in limitation of the foregoing, you must not:

(a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact.

(b) Submit proposals or solicit parties identified through the Website to contact, hire, manage, or pay outside the Website.

(c) Accept proposals or solicit parties identified through the Website to contact or deliver services outside the Website.

(d) Cancel any Design Competition for the purpose of contracting separately with a Studio who Client meets through the Website.

(e) Invoice or report on the Website or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Studio.

User Content

You may submit content to the Website. You are solely responsible for any content that you upload, publish, display, or link to on or through the Website, or transmit to or share with other Users (“User Content”).

You are solely responsible for User Content; we act merely as a passive conduit for your online distribution and publication of your User Content.

You acknowledge and agree that Upportu is not involved in the creation or development of User Content, disclaims any responsibility for User Content, and cannot be liable for claims arising out of or relating to User Content.

Further, you acknowledge and agree that Upportu has no obligation to monitor or review User Content, but reserves the right to limit or remove User Content if it is not compliant with this Agreement.

We have no ability to control User Content posted on the Website.

By posting User Content to any part of the Website, you represent and warrant that you have obtained the necessary rights to post such User Content and such posting does not infringe any third party’s rights.

You may remove your User Content from the Website at any time.

You shall retain all of your ownership rights in your User Content; however, you hereby grant to us a worldwide, irrevocable, royalty-free, nonexclusive, sub- licensable license to use, reproduce, distribute, display, perform, create derivative works of, transmit, distribute, and publish all User Content you provide to us for any purpose, including for the Website or other websites, and for making your content and materials available in any medium now known or later developed.

Upportu reserves the right to refuse or remove any User Content or terminate or deny access to your use of the Website for any reason whatsoever.

If you delete User Content, Upportu will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the User Content may not be made immediately unavailable.

You hereby represent and warrant to Upportu that your User Content:

(a) will not be false, inaccurate, incomplete or misleading;

(b) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items;

(c) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality;

(d) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy);

(e) will not be defamatory, libellous, malicious, threatening, or harassing;

(f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors;

(g) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

(h) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Upportu or otherwise purport to act as a representative or agent of Upportu; and

(i) will not create liability for Upportu or cause Upportu to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

The Website hosts User Content relating to reviews and ratings of specific Clients and Studios (“Feedback”).

Feedback is the opinion of such User(s) only, not the opinion of Upportu, and has not been verified or approved by Upportu.

You agree that Feedback enables Users to post, and other Users to read, about Users’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such Feedback.

Upportu is not obligated to investigate any Feedback posted by Users for accuracy or reliability, nor to consider any statements or materials posted or submitted by Clients about any Feedback, but may do so at its discretion.

Without limiting the foregoing, Upportu shall have no liability to you for any losses or damage to your business or personal reputation caused by any Feedback posted by Users, and you hereby release Upportu from any claims arising from Feedback, in addition to the general limitations of liability to which you agree in the Limitation of Liability part of this Agreement below.

The Website may contain profiles, email systems, blogs, message boards, reviews, ratings, task postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users.

You may only use Public Areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Website, you should not share your personal contact information with other Users.

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Upportu will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

Acceptable Use Policy

Users may not use the Website:

(a) in violation of this Agreement;

(b) to send or otherwise post unauthorized commercial communications (such as spam) on the Website.

(c) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy;

(d) to violate any law, statute, ordinance or regulation (including but not limited to laws and regulations governing export/import control, unfair competition, anti- discrimination and/or false advertising);

(e) to store defamatory, trade libelous, unlawfully threatening, or unlawfully harassing data;

(f) to store obscene, pornographic or indecent data in violation of applicable law;

(g) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code;

(h) to do anything that could disable, overburden, or impair the proper working of the Website, such as a denial of service attack;

(i) to collect other Users’ content or information, or otherwise access the Website, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;

(j) to engage in unlawful multi-level marketing, such as a pyramid scheme, on the Website;

(k) to solicit login credentials for or access an account belonging to someone else.

(l) to bully, intimidate, or harass any Studio, Client or other User or person referenced in a Public Area or in User Content; or

(m) to facilitate or encourage any violations of this Agreement or the Privacy Policy.

Users may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Website.

Users may not attempt to discover or use any license keys, access codes or similar information provided from time to time to Upportu.

Users may not attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored on or in connection with the Website by any other party.

Users may access the Website only through the interfaces and protocols provided or authorized by Upportu. Users may not access the Website through unauthorized means, such as unlicensed software clients.

Users may not compile or use the Upportu provided materials or any other information obtained through the Website for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.

We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the above rules or any other provision of this Agreement or otherwise create liability for us or any other person.

Intellectual Property

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Upportu, its licensors, or other providers of such material and are protected by Canadian, United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

This Agreement permits you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

(a) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

(b) You may store files that are automatically cached by your Web browser for display enhancement purposes.

(c) You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

(d) If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

(e) If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

(a) Modify copies of any materials from the Website.

(b) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

(c) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: letsgrowtogether@upportu.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of this Agreement, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Upportu. Any use of the Website not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

DMCA Take Down Policy

It is Upportu’s policy to respond to notices alleging that any material uploaded by Users of the Website infringes another persons’ copyright.

If you believe any material accessible on or from the Website infringes your copyright, you may request removal of those materials (or access thereto) from this web site by contacting Upportu at letsgrowtogether@upportu.com and providing the following information:

(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (URL) of an authorized version of the work.

(b) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

(d) A statement that you have a good faith belief that the use of the materials is not authorized by the copyright owner, its agent, or the law.

(e) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(f) A signature or the electronic equivalent from the copyright holder or authorized representative.

Upportu has adopted a policy of terminating, in appropriate circumstances, accounts of Users of the Website who are deemed to have repeatedly uploaded content that infringes the intellectual property rights of others.

Disclaimers

We make no warranties regarding the Website, including the content or services made available through the Website, or the interactions (if any) between the Users within or outside of the Website, and each of the foregoing is provided by us “as is”.

We make no warranty that the Website: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

By using the Website and being a party to any transaction, you expressly acknowledge and agree that the Website merely constitutes a neutral forum through which Users can interact with each other. We are not a party to any transaction. Each User enters into a transaction at his or her own risk and forever waives, discharges, and releases us from any claim related to or arising out of any transaction.

You should conduct your own inquiries prior to receiving or engaging any Studio services or goods or products related to those services. You acknowledge that as with all transactions, if you are a recipient you are solely responsible for inspecting all goods and services before using them and you assume all risk of use. If there is a dispute between you and any User, we are under no obligation to become involved.

We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.

No obligation to complete a transaction is created by the Website and a User may cancel a transaction at any time before the exchange of services occurs.

By posting an offer to enter into a transaction, the Studio is warranting that the services posted will be as described. By entering into a transaction, both parties to the transaction have the responsibility of ensuring that services exchanged are legal.

Limitation of Liability and Release

Notwithstanding the foregoing, all Users acknowledge and agree to be solely responsible for inspecting all services before use and for any decision to use the services.

Users understand that there are inherent risks involved in any online sharing of files, and that despite our best efforts to secure the Website, bad actors may hack it and be able to access confidential files or information you have shared on the Website. You therefore agree to release and hold harmless Upportu from any claims arising from the sharing of any files on the Website.

For the avoidance of doubt, User assumes all liability and risk for any transaction to which the recipient is a party. In no event shall we, our affiliates, nor any of their respective officers, directors, agents or other representatives be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages. Including, without limitation, loss of use, data, income, profit or goodwill, loss of or damage to property, arising from or relating to these terms or your use of, or inability to use, the Website, whether based on contract, tort, proprietary infringement, product liability or otherwise, even if we have been advised of the possibility of such damages.

If you become dissatisfied in any way with the Website or these terms, your sole and exclusive remedy is to stop your use of the Website.

Notwithstanding anything to the contrary contained herein, to the extent allowed by applicable law, our liability to you for any damages arising from or related to these terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the amounts paid to us for any services).

Indemnity

You agree to indemnify, defend, and hold harmless Upportu, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnitees”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnitees in connection with any Claims arising out of or relating to this Agreement or the Website, including, without limitation, in relation to: (a) your use, non-use or misuse of, or connection to the Website; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein.

Termination

Upportu shall be entitled, without liability to you, to immediately suspend, terminate or limit your access to the Website at any time in any of the following circumstances:

(a) the Website is being used in violation of applicable federal, provincial, state or local law or ordinance, this Agreement, or any agreement applicable to the Website;

(b) the Website is being used in an unauthorized or fraudulent manner;

(d) a denial of service attack or any other event which Upportu determines, in its sole discretion, may create a risk to the Website or to any other customers if the Website were not suspended; or

(e) a security incident or other disaster that impacts the Website.

In addition, we shall have the right to immediately deny or suspend access to the Website in the event Upportu is not paid any amount due in connection with the Website.

Upon termination of this Agreement, your Account and right to access and use the Website (or relevant part thereof) will terminate immediately.

You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law.

Without limiting the generality of the foregoing, we shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your right to use the Website in accordance with this Agreement.

Changes to Terms of Use

This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Website.

Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website.

These changes will be effective immediately for new Users of our Website.

Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Governing Law

All matters relating to the Website and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Province of Ontario, Canada without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the federal courts of the Ontario, Canada, in each case located in the City of Toronto, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Miscellaneous

This Agreement constitutes the entire agreement between you and us regarding the use of the Website.

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

The word “including” means including without limitation.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Trademarks

The Upportu name, the terms Upportu, the Upportu logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Upportu or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.