Upreel

Terms of Use

These terms of use constitute a legally binding agreement (these “Terms”) between you and Upreel Inc. (“Upreel” “we”, “us” or “our”) governing your use of the Upreel Inc mobile application (the “Service”).

By entering into these Terms, creating a User Account (as defined below) or accessing or using the Service, you expressly acknowledge that you understand these Terms and accept all of its terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICE.

1. The Service

The Service is a mobile dating application that allows for individuals (“Users”, each a “User”), through a User Account (as defined below) to each create a profile, upload a short video recording(s) (a “Recording(s)”) and connect with other Users. Any communication or interactions between Users outside of the Service is excluded from these Terms. Any decision by a User to interact with another User outside of the Service is made in the User’s sole discretion and Upreel Inc does not encourage nor is Upreel Inc responsible or liable for any such interactions or communications.

2. Eligibility to Use the Service

1. Eligibility. The Service may only be used by individuals who can form legally binding contracts under applicable law. The Service is not available to individuals under the age of majority in your province or territory of residence or Users who have had their User Account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least the age of majority in your province or territory of residence and that you have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms.

2. General. To use the Service, you must have continued access to the internet. You are responsible for obtaining the data network access necessary to use the Service. Your mobile network’s data and messaging rates and fees may apply and you are responsible for such rates and fees.

3. Privacy Policy and Additional Policies

3. Privacy Policy. We will collect some of your personal information to create your User Account and thereafter in your use of the Service. All personal information and data collected, used or disclosed while providing the Service is governed by our privacy policy located at [INSERT LINK] (“Privacy Policy”). By using the Service, you agree to our use, collection and disclosure of personally identifiable information and data in accordance with the Privacy Policy.

4. Additional Policies. In addition, by using the Service, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through the Service, including, without limitation, any policies referred to in the Terms. For example, we may post additional policies, guidelines, rules, obligations, agreements or documents that specifically relate to the use of the Service. You agree to comply with such policies, guidelines, rules, obligations, agreements or documents even if they are not identified in these Terms.  

4. User Account and Verifying Information

5. User Account. In order to access and use the Service, Users must create a User Account. When and upon registering for a User Account, you agree to (i) provide accurate, current and complete information as may be prompted by any registration forms on the Service (“Registration Data”); (ii) maintain the security of your password; (iii) maintain and promptly update the Registration Data, and any other information you provide to the Service, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to the Service. You may not impersonate any other person while using the Service. Upreel Inc will not be liable for any loss or damage from your failure to comply with this obligation. You may not allow other persons to use your User Account, and you agree that you are the sole authorized user of your User Account. You shall at all times be responsible and liable for all activity and actions conducted through and related to your User Account.
6. Verifying Information. You may be required or requested to submit additional information to the Service, either when registering for a User Account or thereafter (“Verifying Information”). Such information may include (but is not limited to) proof of your identity. Upon submission of such Verifying Information, you authorize Upreel Inc to request, receive, use and/or store such information, including without limitation, disclosing such Verifying Information to other Users. Where permitted, Upreel Inc has the right, but not the obligation, to undertake screenings, checks and processes designed to check your Verifying Information. Upreel Inc does not guarantee the legality or accuracy of any Verifying Information submitted to the Service. Users are encouraged to independently request and review such Verifying Information prior to relying on such Verifying Information when deciding whether to connect or communicate with another User. Upreel Inc reserves the right to give priority to Users who have submitted Verifying Information. You are solely responsible for your use of or reliance on any Verifying Information.

5. Fees

You can register for a User Account and use the Service without the payment of any fees. We reserve the right to introduce fees for access to and use of the Service from time to time.  

6. Ownership, Copyright and Trademarks

7. Content. In these Terms the content on the Services, whether made available to you or provided by you, including, without limitation, all User Content (as defined below), Verifying Information provided to you, information, data, logos, marks, designs, graphics, pictures, sound files, other files, materials and their selection and arrangement, is called “Content”.

8. User Content. Content provided by a User is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on the Service may include Recording(s), posted information, videos, images, reviews, feedback, communication between Users, Verifying Information provided by a User, Registration Data and other data uploaded by a User to the Service. Upreel Inc only right to use that User Content is the limited licenses to it granted in these Terms. For example, we may you to submit or post a Recording(s) when registering for a User Account or while using the Service and such Recording(s) may be shared with other Users. Those licenses are described in Section 8 of these Terms.

9. Ownership, Copyright and Trademarks. Other than User Content, the Service (including the Content thereon) and any other software used to create and operate the Service is the property of Upreel Inc or its licensors, and is protected by Canadian and international copyright laws, and all rights to Service, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners.

10. Responsibility. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen, monitor or edit, without notice, any User Content posted or stored on the Service or your User Account, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on or through the Service or your User Account. You agree that we do not accept or assume responsibility, nor shall you hold us liable or responsible for the accuracy or reliability of User Content provided by any User. User Content submitted to any public area of the Service will be considered non-confidential. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on or through the Services, please notify us at                 info@upreels.com                . While we take no responsibility for any User who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s User Account.

7. License to Use the Service, License Restrictions and Restricted Activities

11. License. Upreel Inc grants to you a revocable, non-exclusive, non-sublicensable license to use, access and view the Service and the Content in accordance with the Terms (“License”).

12. License Restrictions and Restricted Activities. Other than as expressly permitted in these Terms, the Service, the Content and the License are subject to the following restrictions and terms:

1. The Service and Content are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through these Terms and the Service.
2. You may not make or distribute copies of the Service or Content.
3. You may not alter, merge or translate the Service or Content, or decompile, reverse engineer, disassemble, or otherwise reduce the Service or Content to a human-perceivable form.
4. You may not modify or create derivative works based on the Service or the Content.
5. You may not use the Service or Content for any application or website deployment or ultimate production purpose.
6. You may not use the Service or Content to develop any application or website having the same or similar primary function as the Service.
7. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
8. You may not otherwise use the Service or Content other than for its intended purpose as specified therein and in these Terms.
9. You may not (A) impersonate any person or entity; or (B) stalk, threaten, or otherwise harass any person, or carry any weapons.
10. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
11. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License granted in this Section, or any part thereof, is revocable by Upreel Inc at any time.
12. Your use of the Service and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
13. You may not perform any act, nor permit any act to be performed by a third party, that would harm, or in any way negatively affect or diminish Upreel Inc intellectual property or other proprietary rights in or to the Service or Content or any other rights in law or equity of Upreel Inc.
14. You may not provide information or act in a manner that is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libellous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, hateful or illegal.
15. You may not (A) index, scrape “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Service or Content; or (B) link directly or indirectly to any other websites, applications or services.
16. You may not transfer or sell the Service, Content, your User Account, password and/or identification to any other party.
17. You will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or cause any third party to engage in the restricted activities above.

8. Your Limited License of Your User Content to Upreel Inc

13. Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate and provide the Service, now and in the future. For example, to share your Recording we need a license to display that User Content on or through the Service, and we need the right to sublicense that User Content to other Users so that they can view that User Content.

14. License. Therefore, by posting or distributing User Content to or through the Service, you (i) grant Upreel Inc and its affiliates and subsidiaries a non-exclusive, royalty-free, worldwide, transferable right to use, host, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Service from time to time use such User Content; (ii) represent and warrant that (B) you own and control all of the rights in an to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Service; and (B) the use and posting or other transmission of such User Content does not violate these Terms (including the Restrictions described Section 9).

15. Sublicense. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Service, as described in this Section. You hereby acknowledge that any User Content posted or distributed on the Service may be viewed by other Users and may be viewed by any individual or entity who has access to the Service, including, without limitation, such as an individual who may receive User Content from a User.

16. Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on or in relation to the Service. And they are transferable because we need the right to transfer these licenses to any successor operator of the Service. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Service does this to your User Content when it processes it for use in the Service.

17. Release and Indemnity. You hereby release Upreel Inc and its Released Parties (as defined below) from all Claims (as defined below) of any and all nature whatsoever arising out of or in connection with the exercise of the rights granted in this Section, including, without limitation, from any and all liability and/or claims for violation of rights of privacy, infringement of right of publicity, defamation, any other personal and/or property rights, and/or any similar right. You hereby indemnify Upreel Inc and its Released Parties from and against any and all Claims or allegations of any nature whatsoever respecting the User Content.

9. User Content Guidelines and Review Guidelines

18. User Content Guidelines. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following (“User Content Guidelines”):

1. Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Upreel Inc.
2. Content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law.
3. Content that is intended to advertise the services of another person or entity.
4. Private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use.
5. Viruses, corrupted data or other harmful, disruptive or destructive files.
6. Content that is unrelated to the Service or the use thereof.

19. Reviews posted on the Service must comply with the following (“Review Guidelines”):

7. Users who wish to post a review of a User must have a User Account.
8. Reviews must be helpful and reasonable and must only accurately describe the true experience that the User had with such other User(s) (i.e. no hearsay).
9. Reviews must be legal and must not infringe the rights of any party.
10. Reviews must comply with the User Content Guidelines above;
11. Reviews must not be written by or be about individuals under the age of 18.
12. Reviews must be written in English.
13. Reviews may not be of a commercial nature (including the posting of any web addresses, links, HTML or other coding or promotional items).

20. Violation of Guidelines. Reviews on the Service are the sole, subjective opinion of the Users who posted them. Upreel Inc does not endorse any of the reviews posted on the Service and reserves the right to review or delete a review for any reason, including, but not limited to a contravention of this Section. If you believe that a review was written in a manner that contravenes these Terms, you may request a removal of such review through the Service or by emailing:         info@upreels.com                . Any use of the Service or portions of the Service in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Service.

10. Security of the Service

To ensure reliability and to protect the Service and Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content, User Content and information on the Service is encrypted using SSL certificates.

However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Service, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.  

11. Third/Party Open Source Software

The Service may contain or may connect to third-party software and/or open source software, which may be subject to third-party licenses or additional terms and conditions (“Third-Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, you are also accepting the Third-Party Licenses, if any. Third-Party Licenses may be viewed through the Service or by contacting Upreel Inc at          info@upreels.com                .

12. Third-Party Partners and Independent Contractors

Upreel Inc may hire or engage one or more third party partners to perform any or all of its obligations under the Terms. We operate the Service in conjunction with our independent contractors. Our independent contractors and third party partners may have access to your personal or business information in providing services to us or providing you with access to the Service. We may use a variety of third party service providers, independent contractors, employees and servers in locations both inside and outside of Canada, which may make your personal information the subject of foreign laws and foreign legal proceedings.

13. Linked Sites

The Service may contain links to third-party websites (“Third-Party Sites”) and third-party content (“Third-Party Content”). You may use such links to Third-Party Sites and any Third-Party Content or service provided at your own risk. Upreel Inc does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. A link to a Third-Party Site or Third-Party Content does not imply Upreel Inc endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Upreel Inc accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites or websites linking to the Service. When you leave the Service, these Terms no longer govern. You are responsible for reviewing the applicable terms and policies, including, without limitation, privacy and data gathering practices of any Third-Party Site, and you should make whatever investigation you feel is necessary or appropriate before proceeding with any transaction with any third-party.

14. Advertisements and Promotions

Upreel Inc may run advertisements and promotions from third parties on or through the Service. Your business dealings or correspondence with, or participation in promotions of advertisers other than Upreel Inc, and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. Upreel Inc is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers on or through the Service.

15. Disclaimer

THE SERVICE AND CONTENT VERIFYING INFORMATION ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM UPREEL OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPREEL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. UPREEL DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICE, CONTENT OR ANY PORTION THEREOF. UPREEL TAKES NO RESPONSIBILITY FOR ANY USER CONTENT THAT YOU OR ANOTHER USER, UPLOADS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY USER CONTENT OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK. YOU ASSUME ALL RISKS ASSOCIATED WITH AND ARE SOLELY RESPONSIBLE FOR ALL DEALINGS WITH OTHER USERS WITH WHOM YOU MEET OR COME IN CONTACT WITH THROUGH THE SERVICE. WE PROVIDE NO ASSURANCES, GUARANTEES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, REPUTATION, LEGALITY, INTEGRITY, RESPONSIBILITY OR ACTIONS OF ANY USER, WHETHER IN PUBLIC OR PRIVATE ONLINE INTERACTIONS. WE DO NOT ENDORSE, REFER OR RECOMMEND ANY USER, EVEN IF THE USER HAS RECEIVED FAVORABLE REVIEWS ON THE SERVICE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND/OR USE OF THE SERVICE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.  

16. Waiver of Liability, Limitation of Liability, Indemnity and Other Legal Matters

21. Waiver of Liability. You waive and shall not assert any Claims (as defined below) against Upreel Inc, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents, contractors or employees (collectively, the “Released Parties”) arising out of or in any way relating to your access to or use of the Service or Content, including, without limitation, any Claims relating to the alleged violation of rights of privacy, alleged infringement of proprietary rights or right of publicity, alleged inaccuracy of the Service or Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any Claim arising from your use or other exploitation of the Service or Content. You access and use the Service and Content at your own risk.

22. No Indirect, Etc. Damages. Without limitation of the foregoing, neither Upreel Inc nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the access to or use of the Service or Content, including, without limitation, any damages caused by or resulting from your reliance on the Service or other information obtained from Upreel Inc or any other Released Party or accessible via the Service, or that result from mistakes, errors, omissions, interruptions, the conduct or User Content of other Users or third parties during or following the use of the Service, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, pandemics, communications failure, theft, destruction or unauthorized access to Upreel Inc, any User, or any other Released Party’s records, programs or services.

23. Limitation of Liability. In no event shall the aggregate liability of Upreel Inc, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the access to or use of the Service or Content exceed any amount paid by you for access to the Service during the three (3) months prior to the date of any Claim, if any.

24. Indemnity. You shall defend, indemnify and hold harmless Upreel Inc and the other Released Parties from any and all responsibilities, consequences, claims, allegations, demands, disputes, causes of action, proceedings, settlements, obligations, debts, liens, fines, charges, contracts, promises, losses, damages, injuries, fees, costs, expenses, penalties, legal fees, judgments, suits, disbursements, risks and liabilities of any kind or nature whatsoever, whether foreseeable or unforeseeable, whether now known or unknown (collectively, the “Claims”), including, without limitation, those arising out of or in connection with (i) the access to and/or use of the Service by you or any person to whom you give access to your User Account; (ii) Upreel Inc use of your User Content; or (iii) your violation of the rights of any third party.

25. Waiver of Class Proceedings and Trial by Jury. To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us and/or a Released Party. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of the Terms.

26. Disclosure of Information Pursuant to Court Order. We reserve the right to provide your User Content and other user information (including but not limited to your personal information) uploaded or collected by the Service, to third parties, if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

27. Other Legal Process. If we are required by law to make any disclosure of your User Content or personal information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.

17. Termination and Modification of License and Service Offerings

28. Termination. Notwithstanding any provision of these Terms, Upreel Inc reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (i) terminate your license to use the Service, or any portion thereof; (ii) block or prevent your future access to and use of all or any portion of the Service or Content; (iii) change, suspend or discontinue any aspect of the Service or Content; and (iv) impose limits on the Service or Content.

29. Modification. Upreel Inc reserves the right to change or modify any of the terms and conditions contained in these Terms, or any additional policies, guidelines, rules, obligations, agreements or documents applicable to the Service, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data or on your User Account or we will post a notice on your User Account page or elsewhere on or through the Service visible to you the next time you access the Service. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Service or your User Account, as applicable, and your continued use of the Service after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any additional policies, guidelines, rules, obligations, agreements or documents incorporated in them to understand the terms and conditions that apply to your access to and use of the Service and Content. The Terms will always show the ‘last updated’ date at the top.  If you do not agree to any amended Terms, you must stop accessing and using the Service. If you have any questions about the Terms, please email us at the contact address below.

18. Communications and User Submissions

30. Communication. By creating a User Account, you agree to receive certain communications from Upreel Inc. For example, you will receive notifications, our newsletter and other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section ‎17 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data or on your User Account. Second, we may post a notice to you on your User Account page. Third, we may post the notice elsewhere on the Service.  When we post notices on the Service, we post them in the area(s) of the Service suitable to the notice.  It is your responsibility to periodically review the Service and your User Account page for notices. Users shall only communicate with one another through the authorized channels and methods of communication as provided through the Service.

31. Communication Channels. The Service may provide communication channels such as forums, communities or chat areas (“Communication Channels”) designed to enable you to communicate with other Users. Upreel Inc is under no obligation to monitor these Communication Channels, but may do so and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Upreel Inc may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by Users on the Communication Channels are neither endorsed nor controlled by Upreel Inc, and these communications shall not be considered reviewed or approved by Upreel Inc. You will be solely responsible for your activities within the Communication Channels and under no circumstances will Upreel Inc be liable for any activity within the Communication Channels. You agree that all your communications within the Communication Channels are public, and you have no expectation of privacy regarding your use of the Communication Channels. Upreel Inc is not responsible for information that you choose to share on the Communication Channels, or for the actions of other Users.

32. User Submissions. Subject to the Privacy Policy and other terms and conditions of these Terms, in accordance with applicable laws, you acknowledge that Upreel Inc is free to use, reproduce, modify, disclose, transmit or post communications, whether verbal or in writing, including, any data, information, ideas, inventions, concepts, techniques, know-how, evaluations, questions, comments, suggestions you transmit while accessing or using the Services (“User Submissions”), for any purpose whatsoever, including, but not limited to, developing, manufacturing and/or marketing products or services incorporating such information, you acknowledge that Upreel Inc can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We may review User Submissions for new ideas.  If you wish to preserve any interest you might have in your User Submissions, you should not share them with us, through the Service or otherwise.

19. Applicable Law and Venue

33. Governing Law. The Service is controlled by Upreel Inc. You and Upreel Inc both benefit from establishing a predictable legal environment in regard to the Service. Therefore, you and Upreel Inc explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

34. Other Jurisdictions. If you choose to access the Service from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Upreel Inc and the other Released Parties for your failure to comply with any such laws.

35. Dispute Resolution. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (i) these Terms; (ii) the Service or Content; (iii) oral or written statements relating to these Terms or to the Service or Content; or (iv) the relationships that result from these Terms, the Service or Content (collectively, a “Dispute”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts).  Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Upreel Inc related to any Dispute and, where applicable, you also agree to opt out of any class proceedings against Upreel Inc or a Released Party.  If you have a Dispute, you should give written notice to arbitrate at the address specified below.  If we have a Dispute, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

36. Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Disputes will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

20. Termination of Terms

You and Upreel Inc may terminate these Terms and your access to or use of the Service at any time. When you terminate these Terms, you must cease using the Service immediately. When your User Account is terminated, any User Content you have uploaded to the Service may remain on or as part of the Service. The license you grant to us in Section ‎8 therefore survives the termination of these Terms. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections ‎6, ‎7, ‎8, ‎15, ‎16, ‎17, ‎19, ‎20 and ‎21, and any representation or warranty you make in these Terms, shall also survive indefinitely.

21. Miscellaneous

You acknowledge that you have read the Terms and are familiar with all of the terms, covenants and conditions contained herein, and that you will not revoke said consent during the term of these Terms. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Upreel  Inc may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Upreel Inc, and any such attempted assignment will be void and unenforceable. Singular terms shall be construed as plural, and vice versa, where the context requires. Section headings are a matter of convenience and shall not be considered part of these Terms. Unless otherwise specified, all references to amounts of money in these Terms refer to Canadian (CAD) currency. These Terms constitute the entire agreement between you and Upreel Inc regarding your use of the Service and Content, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Upreel Inc regarding your use of the Service and content. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

22. Questions and Comments

If you have any questions regarding these Terms or the Service (or your use thereof), please contact us here:

Upreel Inc.

Email: info@upreels.com