Terms of Use

The following terms and conditions (collectively, "Terms of Use") govern your access to and use of the upwego.ai website and all related mobile apps, desktop apps, and application software interfaces (the "Platform") operated by Be Social YYC Inc. DBA UPWEGO ("Company", "we" or "us"), including any content, features and services offered on or through the Platform, whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our privacy policy (the "Privacy Policy"), found at https://upwego.ai/privacy-policy and incorporated into these Terms of Use by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you may not access or use the Platform.

  1. Changes to the Terms of Use

We may change and update these Terms of Use from time to time in our sole discretion. If you have an Account with us, we will provide notice to you via email of any changes in these Terms of Use in advance of when they become effective. All changes are effective immediately when we post them, and apply after that to all access to and use of the Platform. If you continue to use the Platform after we post revised Terms of Use, then you accept and agree to the changes. Check this page and your email often so you are aware of any changes.

  1. Accessing the Platform; Account Registration and Security

We reserve the right to withdraw or change the Platform, and any service or content we provide on the Platform, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Platform.

To access and use certain features of the Platform, you must register an account ("Account"). It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register with or use the Platform, including through the use of any interactive features on the Platform, is governed by the Privacy Policy, and you consent to everything we do with your information, as long as it is consistent with our Privacy Policy.

Your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password or other security information. You agree not to give or tell your username or password to any other person. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. 

We have the right to disable any username, password or other identifier at any time in our sole discretion for any reason, including if, in our opinion, you have violated any part of these Terms of Use.

  1. Subscription Fees, Payment Methods and Shipping

The goods and services available through the marketplace on the Platform will be available on a monthly subscription basis.  The Company will charge you fees for the goods or services you subscribe for through the Platform ("Subscription Fees").  The current Subscription Fees are listed on the Platform. We reserve the right to change these fees from time to time in our sole discretion. We will provide advance notice on the Platform of any Subscription Fee changes before they become effective. You agree to pay all Subscription Fees and other amounts, including all applicable taxes, the Company charges to your Account. 

When you add a payment method to your Account, you will be asked to provide customary billing information, either to the Company or to its third-party payment processor. You must provide and maintain accurate, current, and complete information for at least one valid payment method, at all times.

For subscriptions that require shipping, the costs of shipping and applicable duties will be included in the cost of the product or service, and UPWEGO will provide a tracking number to the Customer within 2 business days of shipping the product.  UPWEGO is not responsible for shipping delays resulting from customs processing issues or other causes that not within our control.

  1. Cancellations and Refunds

A Customer may cancel a subscription at any time, initiated in the Customer’s Account. UPWEGO charges the customer after the completion of their month of their subscribed service, ensuring the product is shipped and received or the digital content is made available. If you are not satisfied with your purchase, simply cancel within the month prior to your credit card being charged. UPWEGO will pay for return shipping of products.

Requests for refunds will be considered on an individual basis and must be submitted through the Customer's Account. Requests for refunds may be accepted or rejected in UPWEGO's sole discretion.

  1. User Contributions

The Platform may contain reviews, comments, message boards, profiles, and other interactive features ("Interactive Services") that allow users to post, submit, publish, display or transmit ("post") content or materials ("User Contributions") on or through the Platform. All User Contributions must comply with the Content Standards.

Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, a royalty-free, perpetual, non-exclusive license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You assert that: you own or control all rights to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers; and, all of your User Contributions comply with these Terms of Use. You are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

  1. Content Standards

The following content standards (the "Content Standards") apply to all User Contributions and Interactive Services. All User Contributions must comply with all applicable federal, provincial, state, local and international laws and regulations. Without limiting the foregoing, User Contributions may not:

  1. contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
  2. promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age;
  3. infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  4. violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could create any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy;
  5. promote any illegal activity, or advocate, promote or assist any unlawful act;
  6. cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  7. impersonate any person, misrepresent your identity or affiliation with any person or organization or be likely to deceive any person;
  8. involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
  9. give the impression that they emanate from or are endorsed by us or any other person or entity, if that is not the case.
  10. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use.

  1. You agree not to use the Platform:
    1. In any way that violates any applicable federal, provincial, state, local or international law or regulation;
    2. for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
    3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 6 of these Terms of Use; or
    4. to do anything that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.
  2. You agree not to:
    1. use any process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent;
    2. use any device, software or routine that interferes with the proper working of the Platform;
    3. introduce any viruses, malware or other material which is malicious or technologically harmful;
    4. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, any server on which any portion of the Platform is stored, or any server, computer or database connected to the Platform; or
    5. otherwise attempt to interfere with the proper working of the Platform.
  3. Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we consider necessary or appropriate, including if we believe the User Contribution: violates these Terms of Use; infringes any intellectual property right or other right of any person or entity; threatens the personal safety of users of the Platform or the public; or, could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims material posted by you violates their rights, including their intellectual property rights or right to privacy.
  • Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform.
  • Terminate or suspend your access to all or part of the Platform for any reason, including any violation of these Terms of Use.

We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. You waive and hold the Company harmless from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

We may not review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

  1. Copyrights, Trademarks, and other Intellectual Property Rights

The Platform and its entire contents, features and functionality (including all information, software, text, displays, images, video and audio, and the design, selection and arrangement of each), are owned by the Company, its licensors or other providers of such material and are protected by Canadian and international copyright, trademark, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your own use only. You may not, without the Company's prior written consent, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform.

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without the prior written consent of the Company. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

No right, title or interest in the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

  1. Changes to the Platform

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to keep material on the Platform up-to-date.

  1. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

Your use of the Platform, its content and any services or items obtained through the Platform is at your own risk. The Platform, its content and any services or items obtained through the Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Platform. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Platform, its content or any services or items obtained through the Platform will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Platform or the servers that make it available are free of viruses or other harmful components or that the Platform or any services or items obtained through the Platform will otherwise meet your needs or expectations.

To the fullest extent allowed under applicable law, the Company hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.

  1. Limitation on Liability

In no event will the Company, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use of, or inability to use, the Platform, any websites linked to it, any content on the Platform or such other websites or any services or items obtained through the Platform or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

  1. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, your User Contributions, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use.

  1. Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform must be instituted exclusively in the federal courts of Canada or the courts of the Province of Alberta, in each case located in the City of Calgary. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Waiver and Severability

No waiver of by the Company of any term or condition in these Terms of Use will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use will not be a waiver of that right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, that provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

  1. Interpretation

In these Terms of Use: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) references to an agreement or other document include any amendments to that agreement or document; and (c) references to a law include any changes to that law or any replacement to that law.



Effective as of December 1, 2020

V: 10657824.5