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Legal

The Upside

Terms of Use, Disclaimers and Legal Notices

Posted: May 22, 2019

Terms of Use

By using this web site, you agree to adhere to the following terms and conditions, which you acknowledge as forming a binding agreement (the “Agreement”) between you and 1977121 Ontario Inc. (“The Upside” or the “Company”) made in consideration of this site being made available to you by the Company. For purposes of this Agreement, The Upside. includes its subsidiaries, affiliates, partnerships, associations and joint ventures (as these terms are defined under the laws of the Province of Ontario), as well as their respective directors, officers, employees, representatives and agents. Your use of this web site indicates your acceptance of these terms and conditions. The Upside. may, at any time without notice, revise any and all of these terms and conditions. Changes shall be effective upon posting. Your continued use of this web site after any changes to this Agreement are posted, will be considered acceptance of those changes. The Upside may terminate, change, suspend or discontinue any aspect of The Upside web site, including the availability of any feature of the web site, at any time. The Upside may also impose limits on certain features and services or restrict your access to parts or all of the web site without notice or liability. The Upside may terminate the authorization, rights and licence given above and, upon such termination, you shall immediately destroy all materials.

Use of Secure Areas

Use of the secure areas of this web site may be subject to one or more additional agreements or further terms and conditions. To the extent of any conflict between this Agreement and any additional agreement(s) and terms and conditions governing the use of any secure area, the agreement(s) and terms and conditions governing the use of the secure area shall prevail.

Ownership

Copyright and Contents of Site Copyright © 2019. The Upside. All rights reserved. The contents of this web site are generally owned by 1977121 Ontario Inc. or are made available to you by The Upside under licence from the owner. The Upside permits you to have access to the contents of this web site but you acknowledge that your use of that content is governed by applicable copyright, trade mark or other intellectual property law and agree that the contents of this web site may not be copied for commercial use or distribution, modified or re-posted to other web sites.

Copyright and Trade Marks

The trade mark “The Upside.” and other forms thereof are the property of 1977121 Ontario Inc.

The material provided on this web site is protected by Canadian and worldwide copyright laws and treaties. Except as specifically stated, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form without prior written permission. You also may not, without the Company’s permission, “mirror” any material contained on the web site on any other server. Permission is granted for you to make a single copy of documents published by The Upside on the web site solely for information and non-commercial use within your organization or personally; provided that you keep intact all copyright and other proprietary notices. No other use of the information provided on the web site is authorized.

Disclaimer

This web site is provided on an “as is” basis. Usage of the web site is at your own risk. The Upside makes no representations or warranties about this web site or any of its contents, including, without limitation, any warranties as to the operation, availability or stability of this web site or the accuracy, completeness or timeliness of its contents or the merchantability or fitness of any such information or content for any particular purpose or non-infringement, including the transmission of any such content from the web site to you. Any implied warranties, whether statutory or otherwise, on any such matters are hereby expressly excluded to the full extent permitted by applicable law. In accessing this or any other web site it is your responsibility to ensure you take the necessary precautions to ensure that whatever you select is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

In no event shall The Upside be liable to you or any other person or entity for any damages (whether general, direct, indirect, special, punitive, exemplary, consequential or incidental) arising directly or indirectly out of the use or unavailability of this web site, even if such persons have been advised of the possibility of such damages.

Limitation of Liability

The Upside may provide hyperlinks or pointers to other web sites maintained by third parties. The links to any such third-party web sites are provided for your convenience and information only. The content in any linked web site is not under the Company’s control and if you decide to access any such web site, you do so entirely at your own risk. The fact that a link is provided to a third-party web site does not mean that The Upside endorses, authorizes or sponsors any such web site or that The Upside is affiliated with such third party. Under no circumstances, shall The Upside be liable to any person for any direct, special, incidental, punitive, indirect or consequential damages, loss of profits or revenues or costs of replacement goods resulting from use of or reliance on the information presented in or through this web site, even if informed in advance of the possibility of such damages.

Indemnity

To the full extent permitted by applicable law, you agree to indemnify The Upside against any and all liability resulting from any violation of any law arising from your use of this web site.

General Legal Matters

Governing Law and Jurisdiction

This web site was created and is maintained by The Upside. Third parties may be engaged by the Company to provide various services with respect to the web site. The laws of the Province of Ontario and any applicable federal laws of Canada govern this Agreement, without giving effect to any principles of conflict of laws. Any dispute arising directly or indirectly under this Agreement, or from the use of this web site or the content thereof, is to be determined in accordance with the laws of the Province of Ontario and any applicable federal laws of Canada, adjudicated upon by a court of law in that Province, and you attorn to the exclusive jurisdiction of the Ontario courts. The Upside does not make any representation that the information contained in this web site or that access to this web site is appropriate or available for use throughout the world. You are responsible for compliance with all local laws, which apply at your point of web access, including, but not limited to, export and import laws and regulations.

Agreement

By using this web site, you agree to the Company’s privacy policy. The Upside reserves the right, at its discretion, to change, modify, add, or remove portions of this policy at any time. Your continued use of this web site, following changes to these terms, deems you to have accepted those changes.

Other Matters

Changes

All information on this web site is subject to change without notice. The Upside may, at any time, without notice, make changes to its policies by which it conducts its business, as well as to the manner in which it manages, acquires or disposes of its assets.

Third Parties

Any mention of third party products or services is for information purposes only and does not constitute either an endorsement or recommendation by The Upside of such product or service. All products, services and brand names are trademarks or registered trademarks of their respective holders.

Submission of Confidential Information by Users

Any unprotected e-mail communication over the Internet is not, as with any communication transmitted over any other medium, confidential, and is subject to possible interception, loss, and alteration. The Upside is not responsible for and will not be liable to you or anyone else for any damages in connection with an e-mail sent by you to The Upside or an e-mail sent by The Upside to you at your request, except in the case of job seekers. The Upside discourages you from sending any confidential or proprietary information to it through its web site, other than identifiable personal information provided by users seeking job opportunities. You agree that any information or materials (with the exception of identifiable personal information) provided to The Upside by you, or individuals acting on your behalf, will not be considered confidential or proprietary. By providing any such information or materials to The Upside, you grant to The Upside an unrestricted, irrevocable, worldwide, royalty-free licence to use, reproduce, display, publicly perform, transmit and distribute, such information and materials, and you further agree that The Upside is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to The Upside. You further recognize The Upside prohibits, and you warrant that you shall not transmit to the web site, any information or materials that are defamatory, threatening, obscene, pornographic, harassing, or otherwise unlawful, or that incorporate the proprietary material of another.

Severability

If any provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceable provision or part thereof shall be deemed to be omitted from this Agreement without in any way invalidating or impairing the other provisions of this Agreement.

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