Terms of Use

1. Terms of Use Binding

UPNRTH.ca, a website and online service (collectively the “Service” or “UPNRTH”) of UPNRTH Digital. and/or any of its affiliates ( “we,” “us,” or “our”). This page explains the terms by which you may use our online and/or mobile services, website, and software provided on or in connection with the Service. This page explains the terms by which you may use our online services, websites (including any subdomains), subscription services, and software provided on or in connection with the Service. By creating an account and checking the “I agree” box or accessing or using the Service, you (1) agree that you have read, understood, and agree to be bound by the terms and conditions of these Terms of Service, including the License Terms (“Terms”), which constitute a binding agreement between us, and (2) also that you have read and acknowledge the collection and use of your information as set forth in our privacy policy or privacy statement, as the case may be (the “Privacy Statement”), whether or not you are a registered user of the Service. These Terms apply to all visitors, users, buyers, sellers and others who access the Service (“User(s),” or “you,” or “your”). If you open a UPNRTH account on behalf of an organization or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

PLEASE READ THIS AGREEMENT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY, BECAUSE IT EXPLAINS AND CONTROLS YOUR LEGAL RELATIONSHIP WITH US AND YOUR RIGHTS RELATED TO YOUR USE OF THE SERVICE.

1.1. Governing Law and Disputes

These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of and venue in the courts of the Province of Alberta located in Edmonton, Alberta, Canada, in all disputes arising out of or relating to the Services. Notwithstanding any other provisions of these T&Cs, we may seek injunctive or other equitable relief from any court of competent jurisdiction. You agree that any dispute that cannot be resolved between the parties shall be resolved individually, without resort to any form of class action.
We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, other nations. By utilizing the Services and participating in Site activities, you certify that you meet the age and other eligibility requirements for the Site and the Services set forth in the T&Cs. If you do not meet the age and other eligibility requirements, please discontinue using the Site and the Services immediately.

1.2. Entire Agreement

These T&Cs, together with any additional terms and conditions or policies referred to and incorporated herein (including additional terms applicable to a particular Service and the Privacy Policy), constitute the entire agreement between you and UPNRTH regarding the Services and cannot be modified by you, or any person affiliated, or claiming affiliation, with UPNRTH except by express written agreement.

1.3. Severability

If any portion of these T&Cs is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers, liability limitations and commitment not to participate in class action proceedings set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these T&Cs shall continue in effect.

2. Use of Our Service

UPNRTH provides a marketplace where Users can buy and sell design items, such as fonts, brushes, patterns, and other digital assets (“Assets”) and socialize around the content (e.g. make comments and participate in Discussions). Our Service allows for a buyer (“Buyer”) to purchase Assets from shops opened on UPNRTH by independent creators (“Shop Owners”).

2.1. Eligibility

You may use the Service only if you can form a binding contract with UPNRTH, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by UPNRTH.

2.2. License Terms

Your use of any Assets is subject to the applicable License. The UPNRTH Licenses apply to your use of any Assets purchased directly from upnrth.ca. In the event of a conflict between the License applicable to you and these Terms, the License will apply to the extent of that conflict.

2.3. UPNRTH Service

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your use only as permitted by the features of the Service and by these Terms. UPNRTH reserves all rights not expressly granted herein in the Service and the UPNRTH Content (as defined below). UPNRTH may terminate this license at any time for any reason or no reason.

2.4. UPNRTH Accounts

Your UPNRTH account gives you access to the services and features that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. By connecting to UPNRTH with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service. You will be responsible for tracking all activity for your account, and you agree to the following:

i. To store all passwords and usernames securely.

ii. To notify UPNRTH of any unauthorized use or security breach. UPNRTH will not be liable for any liability, damage, cost, loss or expense caused by or in connection with any unauthorized use of your account.

iii. To never share login details or account access with clients or team members.

iv. To accept responsibility for activity that occurs under your account(s).

v. UPNRTH reserves the right to monitor downloads and user activity to ensure compliance with the terms of these Terms and the applicable License Agreement, which it may update from time to time.

3. Notifications and Emails

By providing UPNRTH your email address, you consent to UPNRTH using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers (“Newsletters”). UPNRTH may provide other notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, “push” mobile notifications, written or hard copy notice, or through posting of such notice on our website, as determined by UPNRTH in our sole discretion. UPNRTH reserves the right to determine the form and means of providing notifications to our Users. UPNRTH is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. You can manage your email and notifications preferences on your account settings page.

4. Service Rules

You agree not to engage in any of the following prohibited activities:

a. Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”.

b. Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the UPNRTH servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that UPNRTH grants the operators of public search engines revocable permission to use spiders to copy materials from upnrth.ca for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

c. Transmitting spam, chain letters, or other unsolicited promotional email.

d. Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service.

e. Taking any action that imposes- or may impose, as we determine at our sole discretion- an unreasonable or disproportionately large load on our infrastructure.

f. Uploading invalid data, viruses, worms, or other software agents through the Service.

g. Collecting or harvesting any personally identifiable information, including account names and emails, from the Service.

h. Using the Service for any commercial solicitation purposes.

i. Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, engaging in fraud, hiding or attempting to hide your identity.

j. Interfering with the proper working of the Service.

k. Accessing any content on the Service through any technology or means other than those provided or authorized by the Service.

l. Bypassing the measures, we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content.

m. We may, without notice, change the Service, stop providing the Service or features of the Service, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice or liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

5. User Content

a. Some areas of the Service allow Users to post content outside of Assets for sale, such as profile information, screenshots, comments, images, files, and other content or information. Any such material a User submits, posts, displays, or otherwise makes available on the Service is “User Content”. User Content includes, without limitation, logos, trademarks and service marks, trade names, and other information posted by users, which may be used by UPNRTH for marketing and promotional purposes pursuant to the User Content license grant below. You agree to abide by any guidelines when you post User Content and interact with other Users of the Service. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. UPNRTH has no liability for your interactions with other Users, or for any User’s action or inaction.

b. User Content License Grant

i. To UPNRTH. By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to UPNRTH a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and UPNRTH business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

ii. To Other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under these Terms.

6. Resolution Process for Transactions

All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when Buyers claim that their Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used. Should you file a chargeback or dispute on a purchase you have made on UPNRTH, we reserve the right to close your account without notice.

7. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “UPNRTH Content”), and all Intellectual Property Rights related thereto, are the exclusive property of UPNRTH and its licensors (including that of other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any UPNRTH Content. Use of the UPNRTH Content for any purpose not expressly permitted by these Terms is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place UPNRTH under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, UPNRTH does not waive any rights to use similar or related ideas previously known to UPNRTH, or developed by its employees, or obtained from sources other than you.

8. Fees and Paid Services

a. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the posted pricing and payment terms as we may update them from time to time. UPNRTH may cancel subscriptions without prior notice if we are unable to process payment through the provided method of payment.

b. Refunds. You may cancel your account at any time; however, there are no refunds for cancellation. In the event that UPNRTH suspends or terminates your account or these Terms for any reason, you understand and agree that you shall receive no refund or exchange for any UPNRTH Property, any credits you have saved, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. In the event UPNRTH makes an exception and issues a refund (which it is under no obligation to provide), you understand and agree that you must immediately retrieve and delete all relevant product files from any and all places you have distributed the files to and all computers you have downloaded them to, including but not limited to any Dropbox accounts which you have synced with your UPNRTH account.

i. You also understand and agree that once a refund is requested, you are not permitted to exploit the product files in question, and immediately upon receipt of a refund, all licenses to such product files and underlying content are revoked, and you are not authorized to use the product in any form or for any purpose whatsoever.

ii. If you have downloaded Assets, your subscription will not be eligible for a refund.

All refunds are at the sole discretion of UPNRTH.

9. Payment Information and Taxes

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

10. Privacy.

We care about the privacy of our Users. Click here to view our Privacy Statement. You understand that by using the Services you consent to the collection, use and disclosure of your personal information as set forth in our Privacy Statement, and to have your personal information collected, used, transferred to and processed in Canada.

11. Consent and Collection and Use of Data.

a. Consents. You consent to the collection, use, processing, and storage of your personal information as described in the Privacy Statement. You acknowledge and agree that you are responsible for obtaining all necessary consents, and for complying with all applicable laws (including privacy and data protection laws, related to personal information provided to us in connection with your use of the Service.

b. Third Party Services. Please be aware that (among other things) third parties (such as social media platforms or other company web sites that we link to online or from our web sites and applications) are responsible for their own privacy practices. Be sure to read the privacy policies, supplemental notices, and settings of all websites or platforms that you visit so you can understand their privacy practices and your options.

c. Sensitive Personal Information. You agree to only provide tax and payment information in the specific areas of our website provided to collect that information. You agree not to provide any other Sensitive Personal Information. You acknowledge that any data storage functionality of the Service is not intended for the storage of medical information, health insurance information, sensitive data about personal characteristics or other personal data that may pose a risk of harm to the individual if improperly disclosed (collectively, “Sensitive Personal Information”). You agree to only upload or otherwise submit any Sensitive Personal Information to us in connection with the Service if required for billing, payment, or taxes. You agree that we have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Service.

12. Security

UPNRTH cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your Content and personal information at your own risk. You are fully responsible for all interaction with the Service that occurs in connection with your registration information (including, without limitation, all purchases). You agree to immediately notify us of any unauthorized use of your registration information or any other breach of security related to your account or the Service, and to ensure that you “log off”/exit from your account with the Service (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. If you sign into the Service using a third-party social networking platform account, be sure to review the privacy and data usage policies of such platform to learn more about its personal information practices and your options, as they may differ from those governed by our Privacy Statement and these Terms.

13. Storage Practices and Limits

There is limited storage space for User Content on the Service. While we’ll make efforts, we believe are reasonable to safeguard and backup User Content, and to make User Content available in case of loss or deletion, we have no responsibility or liability for the deletion or failure to store or the security of any User Content or Assets. We reserve the right to mark or treat as “inactive” and archive accounts and/or User Content or Assets that are inactive for an extended period of time, as determined by us. We reserve the right to change our practices and storage rules at any time in our sole discretion with or without notice to you.

14. Third-Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by UPNRTH. UPNRTH does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Service, you do so at your own risk, and you understand that these Terms and the Privacy Statement do not apply to your use of such sites. You expressly relieve UPNRTH from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of Assets, and any other terms (such as warranties) are solely between you and such advertisers. You agree that UPNRTH shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

15. Indemnity

You agree, at your sole expense and to the fullest extent permitted by law, to defend (at our request), indemnify and hold harmless UPNRTH and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors (individually and collectively, “Our Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) suffered or incurred by Our Parties by reason of any claim, suit or proceeding (“Claim”) arising out of or in connection with:

a. Your use of and access to the Service, including any data or content transmitted or received by you.

b. Your violation of any term of these Terms or any Policies (defined below), including without limitation your breach of any of the representations and warranties above.

c. Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights.

d. Your violation of any applicable law, rule or regulation.

e. Any claim or damages that arise as a result of any of your User Content or any that is submitted via your account.

f. Any other party’s access and use of the Service with your unique username, password or other appropriate security code.

g. The violation of any third-party right of a product you purchase on the site. If we request that you defend a Claim, You will not agree to any settlement without our prior written consent, and we will have the right to participate, at our own expense, in the defense of any Claim with counsel of our own choosing. “Policies” mean collectively the Entitlements (defined below), License Terms, Privacy Statement and all other terms incorporated into these Terms by reference.

16. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UPNRTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UPNRTH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) YOUR MESSAGES, DATA OR INFORMATION, IN WHATEVER FORM OR MEDIUM, WILL NOT BE LOST, AND (VI) ANY ERRORS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPNRTH, OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE T&Cs. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, LIABILITY OF UNDERGROUND GAMING LEAGUE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. TO THE EXTENT THAT ANY PART OF THIS SECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THE T&CS, THEN THIS DISCLAIMER OF WARRANTIES WILL OVERRIDE IT.

17. Limitation of Liability 

YOU AGREE THAT UPNRTH AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UPNRTH AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYONE IN CONNECTION WITH THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, UPNRTH AND ITS AFFILIATES ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISE OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF UPNRTH AND ITS AFFILIATES SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL OF ANY GAME OR SIMILAR FEES WITH RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST UPNRTH AND ITS AFFILIATES, OR (II) US$100.00.

18. Hacking, Tampering, OR Unauthorized Access

By signing up for an account and/or participating in any service offered on the Site, you agree without limitation that UPNRTH is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site or your account. Any attempt to gain unauthorized access to the Site’s systems or any account, interference with procedures or performance of the Site, or deliberately damaging or undermining the Site is subject to civil and/or criminal prosecution and will result in immediate termination of your account.

19. Copyright Infringement

Pursuant to Parliament of Canada by virtue of section 91(23) of the Constitution Act, 1867. Notifications of claimed copyright infringement should be sent to UPNRTH’s Copyright Agent by email at copyright@upnrth.ca.

20. Relationship

The parties’ relationship to each other under these Terms is strictly that of independent contractors and nothing in these Terms will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship. Each party will be responsible for covering their respective costs and expenses in performing their duties under these Terms, unless expressly provided otherwise herein. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms and the remainder of these Terms will continue in full force and effect. The section headings used in these Terms are for convenience only and will not be given any substantive effect. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. If you access the Service in Canada, You agree to the following: The parties hereto confirm that it is their wish that these Terms, as well as other related documents, including notices, have been and will be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise. Except as expressly provided herein, a party may only waive its rights under these Terms by a written document executed by both parties. Any failure to enforce any provision of these Terms will not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate these Terms or any of your rights or obligations hereunder. Any unauthorized assignment will be null and void. You acknowledge and agree that we may assign or sub-contract any of its rights or obligations under these Terms.

21. Confidentiality

By using the Service you agree you may acquire certain proprietary and confidential information (collectively, “Confidential Information”). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep such information confidential. This provision includes any materials exchanged in arbitration, except to the extent necessary to enforce an arbitral award.

22. Entire Agreement

These Terms (including, without limitation, the Policies and License Terms) contain the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service. In the event of any conflict or inconsistency between any of the terms and conditions of these Terms and any third party software license agreement or service level agreement that contain a link to the Service, the terms and conditions of these Terms will control, except:

  1. that the Entitlements will control over these Terms with respect to your specific Entitlement;
  2. and the Privacy Statement will control to the extent that it expressly overrides these Terms.

“Entitlements” means your entitlements to use the Service (such as your membership and subscription rights, maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the type or level of membership or subscription you subscribed to or licensed. “Entitlements” also include any other information about entitlements to access and use the Service which are set forth on the Service (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).

23. Changes or Updates to these Terms

If you don’t agree with any material changes or updates we make to these Terms, you must notify us of that fact by sending an email to us at admin@upnrth.com within thirty (30) days after the effective date of the change (“Effective Date”). Notifying us in this way will terminate the updated terms and conditions as to your use of the Service and the terms and conditions that apply to you will be the terms and conditions in effect immediately before the change (unless the change made was made to comply with applicable law) and those terms and conditions will be in effect until (i) the end of the then-current term identified in your Entitlements, or (ii) thirty (30) days after the Effective Date, whichever is earlier (the “End Date”). The End Date will be the end of the term of your Service including your Entitlements. Unless you notify us within 30 days as set forth above, your continued use of the Service after the Effective Date will be deemed an acceptance of these changes and a renewal and extension of the Terms in effect at the Effective Date. Notwithstanding the foregoing, any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the revised version of these Terms incorporating such changes or otherwise notified you of such changes

23. Contact

Please contact us support@upnrth.ca with any questions regarding these Terms, Service or billing matters.