Terms & Conditions

Overview

These Terms of Use (the “Terms”) set out the legally binding terms upon which offers Users access to the site and services. They apply to you whether you are a Member (which means you have registered with the site), a Business Owner (which means you have registered a business profile on the site), or a Visitor (which means you visit the site but do not register). The term User shall apply to Members, Business Owners, and Visitors.

Please read these Terms carefully. By registering with or visiting Upwide Digital , you agree to be bound by these Terms. If you do not agree with these Terms, please leave the website immediately and cease using any services associated with the site. From time to time, in order to access certain services associated with the site, you may be required to download software or agree to additional terms, conditions, rules or guidelines. All such additional terms are hereby incorporated into these Terms.

You may view a current version of the Terms at any time by clicking on the “Terms of Use” link at the bottom of any page on the site. Upwide Digital  may modify these Terms from time to time, which shall be effective upon posting of a notice in the general announcements section of the site. Your continued use of Upwide Digital signifies your acceptance of any revised services or Terms.

Eligibility: The site and our services may only be used by individuals who are able to form legally binding contracts under applicable law. Without limiting the foregoing, the site and our services are not available to children, unless their use of the services and the site is under the supervision of a parent or legal guardian. Individuals under the age of 18 should not use this site at all.

Use of the Site

You may use this site to search for business recommendations from other users, and to recommend businesses. You may search this site’s database for business contact information, reviews, favourites, and images and video related to businesses and other users. You may forward business information and reviews to friends, whether or not they are members of the site. You may invite friends and business owners to join the site. You may add information, images, videos, or reviews to any part of the site not restricted.

Site is Only a Venue

Upwide Digital  is a venue for Users. You are solely responsible for Your Account, the content you post and your interactions with other Users. Upwide Digital  reserves the right, but has no obligation, to monitor the Site, any content or any disputes between you and other Users.

Despite the prohibitions set out in these Terms, information and content provided by other Members may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Upwide Digital  assumes no responsibility or liability for this material. If you become aware of misuse of the services or the site by any person, you may flag an item as inappropriate, where promoted to do so, or contact Upwide Digital  at hello@upwide.digital

Fees

Upwide Digital  does not charge members or visitors any fees for use of the site. Upwide Digital  does not charge business owners to list their business on the site. However, in the future, Upwide Digital  may charge for any of the services and may change its fees from time to time in its sole discretion. If Your Account has been terminated by Upwide Digital  because you have not complied with these Terms, you will not be entitled to any refunds.

Your Account

Your Profile is the information that you choose to make public to other Users of the Site. Your Account includes personal information we need for registration which is not made available by us on the site. Information you provide as part of Your Profile may be viewed by anyone accessing the Site. Please choose carefully the information you post on the Site and that you provide to other Users. Do not post anything that you would not want the world to know about (for example, your phone number, last name, address, Password, or your exact whereabouts). Do not post anything that would embarrass you later. Upwide Digital  reserves the right to delete any content posted by Users that, in the sole judgment of Upwide Digital  violates these Terms. You have the option of marking images or portions of your profile private. These images and information will never be made public on the site without your consent. However, we CAN NOT GUARANTEE that these images will never be downloaded by third parties, though Upwide Digital  works to prevent such an event.

Intellectual Property

By posting any content to the site, you grant to Upwide Digital  a non-exclusive, irrevocable, perpetual, fully-paid and royalty-free worldwide license (with a right of sublicense through unlimited levels and numbers of sublicenses) to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit and distribute such content in any form or media, whether now known or later discovered. You represent, warrant and covenant that (i) you own the copyright to the content posted by you or otherwise have the rights to grant the licenses herein; and (ii) posting of the content and/or the use by Upwide Digital  or any other person of the content in connection with any services will not violate any contract or intellectual property rights, or any rights of privacy or personality, of any person. You may not post, modify, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. You agree to pay for all royalties, fees and any other monies owing to any person by reason of any content posted by you on the site or used in connection with any of the services. The site and the services contain intellectual property belonging to Upwide Digital . All Upwide Digital  content is protected by copyright, trademark, patent, and/or other laws. Upwide Digital  owns and retains all rights to the Upwide Digital  content and to the site and the services. Upwide Digital  hereby grants you a limited, revocable and non-sublicensable license to display and reproduce the Upwide Digital  content (excluding any software code) solely for your personal use in connection with viewing the Site and using the services.

Logos Featured on the Site

Upwide Digital  displays the logos of many businesses, logos which Upwide Digital  does not own or have license to. These logos are protected by copyright and/or trademark. It is believed that the use of low-resolution images of logos to illustrate an organization, event, or item on Upwide Digital  is considered fair dealing under the Canadian Copyright Act. Any other uses of these images, on Upwide Digital , or otherwise, may constitute copyright infringement. Use of the logos here does not imply endorsement of the organization by Upwide Digital . IF YOU ARE THE COPYRIGHT HOLDER TO ANY IMAGE ON THE SITE PLEASE EMAIL HELLO@UPWIDE.DIGITAL TO HAVE THE IMAGE REMOVED.

Making Claims of Copyright Infringement

If you believe that any material or content distributed by Upwide Digital  constitutes copyright infringement, please provide us with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on our website; your address, telephone number and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Code of Conduct

The site and services may only be used for lawful purposes. You may not use the site or services to transmit, post, distribute or store any material or conduct any activities in violation of any applicable local, provincial, federal or foreign law or regulation. You agree to comply with any applicable laws, statutes, bylaws and regulations in your use of the site and our services. You agree not to use the site or services in any manner that violates, or proposes a transaction which, if consummated, would violate the trademark, copyright, patent, trade secret, trade dress, publicity or privacy rights or other proprietary rights of Upwide Digital  or any third party, expose Upwide Digital  to civil or criminal liability, or violate this Agreement. You agree that you are solely responsible for obtaining all necessary licenses and permissions necessary for your activities and for verifying that other Users with whom you communicate do the same.

The site and the services are for personal use of Users only and may not be used in connection with any commercial endeavours, except those specifically endorsed or approved by Upwide Digital . No one may collect usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email. Unauthorized framing or linking to the site is prohibited. Commercial advertisements, links and other forms of solicitation are prohibited and may be removed without notice.

You may not, nor may other allow you to:

• engage in any tortious or criminal activity, including without limitation child pornography, fraud, mischief, distributing obscene material, drug dealing, gambling, harassment, stalking, spamming, intellectual property infringement or theft of trade secrets;
• remove any copyright or other proprietary notices contained in any information displayed or downloaded from the Site;
• cover or obscure any authorized advertisements displayed on the Site;
• sell, reproduce, modify or attempt to modify the content of the Site in any way or reproduce or publicly display, perform, or distribute or otherwise use the content for any public or commercial purpose, including without limitation posting any content on any other web site;
• print or copy any of the HTML or other computer programs that are accessible at this site;
• sell or transfer Your Account or Your Profile;
• use this site in any manner that could damage, disable, overburden or impair this Site;
• interfere with the security of, or otherwise abuse, this site or any services, system resources, accounts, servers or networks connected to or accessible through this site or affiliated or linked sites;
• disrupt or interfere with any other person’s use or enjoyment of this site or affiliated or linked sites;
• you will not use the Service to
• engage in any form of harassment or offensive behavior, including but not limited to the posting of communications, pictures or recordings which contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language;
• upload, post or otherwise transmit on this site any content that would negatively affect the functioning of the site, including without limitation computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs or that imposes an unreasonable or disproportionately large load on this site’s infrastructure;
• use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this site in whole or in part;
• use or attempt to use another’s account, password, service, system or other information without prior written authorization;
• create or use a false identity (but you may have a username that is not your real name on this site) or attempt to impersonate any person;
• attempt to obtain unauthorized access to this site or portions of this site that are restricted from general access;
• advertise to or solicit any User to buy or sell any unauthorized products or services through the site or the services.
• transmit on, to or from this site spam, chain letters, junk mail or any other type of unsolicited mass e-mail;
• harvest or otherwise collect information about others without their consent; or
• register an e-mail address that you do not own or for which you do not have the express permission of the owner to register;
• use any information obtained from the site or the services in order to harass, abuse or harm another person;
• use the site or the services in a manner inconsistent with these Terms and any and all applicable laws and regulations.

You agree not to post any prohibited content on the site or post any links or URL’s (web addresses) to sites containing prohibited content. Prohibited content includes, without limitation, words, images, sounds or other content that

• is obscene or involves pornography;
• denigrates a class of people because of their race, religion, country of origin, sexual orientation or gender;
• depicts violent or criminal acts, or seeks to incite violence or crime;
• relates or pertains to any “hate group,” for example, groups that are organized in part to promote the oppression of or assert the supremacy of any class of people;
• contains nudity, violence or offensive subject matter, or defamatory or libelous statements;
• makes abusive, harassing or unlawfully disparaging remarks or threats;
• involves any commercial activities and/or sales without our prior consent, including promoting any contests, sweepstakes, barter, advertising or franchise, pyramid scheme, multi-level marketing (MLM) opportunity, “club membership”, distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, requires recruitment of other members, sub-distributors or sub-agents;
• infringes or violates, or promotes infringement or violation of any third party’s copyright, trademark, trade secrets, privacy or other proprietary or property right, for example, by providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• includes a photograph of another person that you have posted without that person’s consent;
• impersonates any person or entity or that you know is misleading, false or promotes illegal activities;
• solicits personal information from anyone under age 18 or solicits passwords or personally identifying information for commercial or unlawful purposes from other Users;
• involves the transmission of junk mail, chain letters or unsolicited mass mailing, instant messaging, phishing, spamming or the like;
• contains restricted or password only access pages or hidden pages or images;
• furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
• provides any person’s telephone numbers, street addresses, URLs or email addresses without that person’s consent; or
• could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law.

Monitoring of Information

Upwide Digital  is committed to maintaining a positive and safe online community. We reserve the right to, but are not required to, monitor all advertisements, public postings and messages to ensure that they conform to content guidelines that are monitored by us and subject to change from time to time. While we do not and cannot review every message or other material posted or sent by users of the Service, and are not responsible for any content of these messages or materials, we reserve the right, but are not obligated, to delete, move, or edit messages or materials, including without limitation profiles, public postings and messages, that we, in our sole discretion, deem to violate the Code of Conduct set out above or any other applicable content guidelines, or to be otherwise unacceptable. You shall remain solely responsible for the content of profiles, public postings, messages and other materials you may upload to the Service or users of the Service.

External Links

The Service may from time to time contain links to other Internet sites and resources (“External Links”). You acknowledge that we are not responsible for, and have no liability as a result of the availability of External Links or their contents. We suggest that you review the terms of use and privacy statements of such External Links prior to using them.

Disclosure and Communication

We reserve the right to send electronic mail to you, for the purpose of informing you of changes or additions to the Service, or of any Upwide Digital  related products and services. We reserve the right to disclose information about your usage of the Service and demographics in forms that do not reveal your personal identity.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT YOU USE Upwide Digital  AND ITS RELATED SERVICES AT YOUR OWN RISK. Upwide Digital  SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER LAW. Upwide Digital  PROVIDES ON-LINE BUSINESS INFORMATION AND NETWORKING TOOLS TO BUSINESS OWNERS, MEMBERS OF THE PUBLIC AT LARGE, AND OTHER SIMILARLY INTERESTED INDIVIDUALS, AS WELL AS FORUMS FOR DISCUSSION AND COMMENTARIES TO MEMBERS THROUGH THE Upwide Digital  WEBSITE AND OTHER MEANS OF DISTRIBUTION. Upwide Digital  DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF, OR OTHERWISE ENDORSE ANY INFORMATION CONTAINED ON Upwide Digital . DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT DISTRIBUTED BY Upwide Digital  IS OBTAINED, THERE MAYBE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. YOU ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY MEMBER PROFILE, ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SERVICE BY Upwide Digital , OUR PARTNERS OR ANY USER OF THE SERVICE OR ANY OTHER PERSON OR ENTITY. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH OPINION, MEMBER PROFILE, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR SOLE RISK. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF THIS AGREEMENT, OR ANY SUBSEQUENT MODIFICATIONS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL Upwide Digital , ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS WHATSOEVER CAUSED BY YOUR USE OR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT DISTRIBUTED BY Upwide Digital  AS WELL AS ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY ARISING OUT OF THE USE OR INABILITY TO USE Upwide Digital  OR OUT OF THE BREACH OF ANY WARRANTY, OR CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO AND/OR ALTERATION OF THE Upwide Digital  WEBSITE, NO MATTER WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHETHER Upwide Digital  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL OUR LIABILITY EXCEED THE SUM OF $100.00 CDN DOLLARS INDEMNITY.

You hereby agree to indemnify, defend and hold harmless Upwide Digital  and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. Upwide Digital  reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.