UP LIGHT ENTERTAINMENT - TERMS OF SERVICE

Acceptance of the Terms of Service.

Welcome to Up Light Academy!

Thank you for visiting our website at https://www.uplight.ca (the "Site"), operated by Up Light Entertainment Inc. ("Up Light", "we", "us", "our"). We deliver executive coaching services in film and television production, including through our webinars, online video coaching and in-person coaching (together, with the Site and the Site's content and features, the "Services"). These Up Light Entertainment - Terms of Service (these "Terms of Service") are a legal agreement between Up Light and the people who use the Services ("you", a “user”, “users”). These Terms of Service govern access to and use of the Services by users. By using and accessing the Services, users, on their own behalf and on behalf of their children, agree to these Terms of Service. Users who do not agree to these Terms of Service should not use the Services.

You must be at least 18 years old to access and use the Services. If you are at least 13 years old but under 18 years old, you may only use the Services with the approval and oversight of a parent or guardian. If you are under 13 years old, you may not use the Services.

BY ACCESSING OR USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Some aspects of the Services, such as our in-person coaching, require you to agree to additional terms and conditions. Those additional terms and conditions, if agreed to, then become part of your agreement with us. In the event of a conflict between these Terms of Service and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

2.       Changes to these Terms of Service.

We reserve the right to change or modify these Terms of Service at any time in our sole discretion by posting the updated Terms of Service on the Site. By continuing to access or use the Services, you agree to the updated Terms of Service. You are responsible for reviewing these Terms of Service from time to time in order to be aware of any changes that apply to your access to and use of the Services.

3.       Privacy Policy.

The security of your information is very important to us. Our Privacy Policy found here[IH1]  describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

4.       Accessing the Services.

In order to access certain parts of the Services (for example our webinars, online video coaching, and in-person coaching) you are required to have a personal account on the Site (an “Account”) and to pay the applicable fee (“Fee”), as indicated on the Site. To create an Account, you will need to provide a username, password, email address and payment information. Your Account is personal to you, and you agree not to provide any other person with access to it or to share your username and password with any other person.

Please note, we do not offer refunds or credits for payments made on or through the Site.

5.       Up Light's Licence to You.

Provided you are in compliance with these Terms of Service, you are hereby granted a limited, personal, non-exclusive, non-transferable, fully revocable licence to access and use the Services.

6.       Intellectual Property Rights and Ownership.

The Services and all of their content, features, and functionality (collectively, the “Site Content”), including, without limitation, all information, software, code, text, displays, graphics, photographs, video, audio, audio-visual content, design, presentations, selections, and arrangements, are owned by Up Light and are protected in all forms by intellectual property laws including, without limitation copyright, trademark, moral rights and any other proprietary rights.

All trademarks, logos, product and service names, designs, images, and slogans displayed on the Services or within the Site Content are trademarks of Up Light and/or others. You may not use such intellectual property without the prior written permission of the trademark owner. Use of any such intellectual property, except as expressly authorized in writing, may constitute an infringement and/or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

The Services are available for personal and non-commercial use only. You shall not remove or alter any copyright, trademark or other legal notices from the Services or the Site Content. You may not modify, distribute, create derivative works of, publicly display, publicly perform, republish, sell, rent, duplicate, download, copy, distribute or transmit any material on the Services except where Up Light has given express written permission in advance or is otherwise permitted by law. Up Light expressly permits you to temporarily store or cache copies of materials being accessed and viewed on the Site on your personal computer.

Users have no right, title, or interest in or to the Services or to any Site Content, and all rights not expressly granted are reserved by Up Light. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may infringe or violate copyright, trademark, and/or other intellectual property or other proprietary laws and could subject the infringer to legal action.

7.       Restricted Uses.

You are prohibited from attempting to circumvent or violating the security of the Site including, without limitation, by: (a) accessing the Site Content and data that is not intended for you or for which you have not properly paid for and/or registered; (b) attempting to breach the security and/or authentication measures without authorization; (c) restricting, disrupting or disabling service to users, hosts, server or networks; (d) illicitly reproducing TCP/IP packet headers; (e) disrupting network services and otherwise disrupting our ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the Site Content; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; or (i) otherwise attempting to interfere with the proper working of the Site.

8.       User Submissions.

Your use of the Site may allow you to post or submit comments or other content on the Site or to participate in interactive sessions with Up Light coaches and other Users. All communications from you, whether written, oral or visual, are referred to as in these Terms of Service as “User Submissions”. You are solely responsible for any User Submissions you communicate on or to the Site and for the consequences of communicating them.

By communicating User Submissions, you represent and warrant that you own all the rights in and to your User Submissions and that any User Submission you post will not infringe upon the rights of any third-party, including anyone’s copyright, patent, trademark or other proprietary rights, or rights of privacy or publicity.

By communicating User Submissions, you grant Up Light a non-exclusive, worldwide, irrevocable, fully paid-up, perpetual license to use, reproduce, prepare derivative works of, distribute, display, perform and otherwise make available your User Submissions for all uses in any manner or media (whether now existing of hereafter devised), and to authorize others to do the same.

You agree not to post or submit any content, or engage in any other activity in connection with the Services that:

· violates any applicable law or these Terms of Service;

· is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or other such legally prohibited ground;

· impersonates or attempts to impersonate an Up Light employee or representative, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or

· contains or consists of advertising or any form of commercial solicitation or activity. We have no obligation to monitor or act with respect to User Submissions.

We may however, at our discretion, remove any User Submission that we believe violates these Terms of Service. In addition, we may terminate your Account and/or right to access the Site and Site Content, in addition to other rights and remedies available to us. We do not approve or endorse any User Submissions and you agree that we have no responsibility or liability in connection with any User Submissions.

9.       Third Party Sites.

Links on the Site to third-party websites are provided solely as a convenience to you and are governed by the third-party’s terms of service and privacy policies. We do not approve of or endorse the content of linked third-party sites and you agree that we will have no responsibility or liability in connection with your use of any linked third-party sites.

Our Site must not be framed on any third-party website, nor may you create a link to any part of our Site other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

10.   Termination.

We may, without prior notice, suspend or terminate your right to access the Services for any reason or no reason, including, without limitation, any violation by you of any of these Terms of Service.

11.   No Reliance.

While we strive to make sure that the Site Content that appears on our Site is accurate and up to date, we make no representations, warranties or guarantees that the Site Content on our Site is accurate, complete or up to date. Your use of the Site and Site Content is at your own risk. Neither Up Light. nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, or successors have any responsibility or liability whatsoever for your use of the Site or Site Content. The Services may include content that is provided by third parties, including from other users and our licensors. All statements and/or opinions expressed in any such third-party content are solely the opinions and the responsibility of the person or entity providing that content.

12.   Disclaimer of Warranties.

THE SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UP LIGHT AND OUR COLLABORATORS, LICENSORS, CONTENT PROVIDERS AND DISTRIBUTORS (COLLECTIVELY, OTHER THAN PROVIDERS OF USER SUBMISSIONS, OUR “COLLABORATORS”) DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE AND OUR COLLABORATORS MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SUFFICIENCY OR QUALITY OF THE SITE OR THE CONTENT, NOR THAT ANY PARTICULAR CONTENT WILL CONTINUE TO BE MADE AVAILABLE. WE DO NOT APPROVE OR ENDORSE ANY USER SUBMISSIONS OR CONTENT PROVIDED BY OTHERS. NEITHER WE NOR OUR COLLABORATORS WARRANT THAT THE SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR THAT THE SITE OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIALS.

13.   Limitations of Liability and Remedies.

YOUR USE OF THE SERVICES IS AT YOUR OWN SOLE RISK. IN NO EVENT SHALL UP LIGHT OR OUR COLLABORATORS BE LIABLE TO YOU IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER SUCH DAMAGES WHETHER ARISING OUT OF OR RELATING TO THE SERVICES, OR YOUR USE OF THE SERVICES, OR THESE TERMS OF SERVICE, EVEN IF THE SERVICES ARE DEFECTIVE OR WE ARE NEGLIGENT OR OTHERWISE AT FAULT, AND REGARDLESS OF WHETHER WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF SERVICE, WE OR OUR COLLABORATORS ARE FOUND LIABLE TO YOU (IN CONTRACT, TORT OR OTHERWISE) FOR ANY DAMAGE OR LOSS ARISING OUT OF OR RELATING TO THE SERVICES, OR YOUR USE OF THE SERVICES, OR THESE TERMS OF SERVICE, OUR LIABILITY AND THE LIABILITY OF OUR COLLABORATORS SHALL IN NO EVENT EXCEED THE AMOUNT YOU HAVE PAID TO THE US (IF ANYTHING) WITHIN THE 30 DAYS PRIOR TO YOU PROVIDING NOTICE TO US OF SUCH DAMAGE OR LOSS, IN AGGREGATE, EVEN IF THE SERVICES ARE DEFECTIVE OR WE ARE NEGLIGENT OR OTHERWISE AT FAULT. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14.   Indemnity.

You agree to indemnify and hold harmless Up Light, our parent, subsidiaries and affiliates and each our respective officers, directors, shareholders, employees, contractors and agents from and against all claims, actions, suits, damages, liabilities, and costs (including, without limitation, reasonable legal fees) arising from or relating to (i) your negligence or wilful misconduct; (ii) the bodily injury death of any person, or damage to real or tangible personal property resulting from your acts or omissions; and (iii) your unauthorized use of the Services, including without limitation your provision of any User Submissions, and/or your failure to comply with any provision of these Terms of Service.

15.   Events Outside of our Control.

We will not be liable or responsible for any failure to deliver, or delay in delivery of the Services, or any portion thereof , that is caused by events outside of our reasonable control (a “Force Majeure Event”) including, without limitation, fire, flood, explosion, storm, earthquake, natural disaster, war, terrorism, sabotage, revolution, pandemic, outbreak of disease, riot or civil commotion, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lockouts, failure of supplies of public or private telecommunications networks, power or fuel or the default of suppliers or sub-contractors.

16.   Copyright Complaints.

If you believe your copyright has been infringed on this Site or by our Site Content, please notify us by contacting our designated copyright agent at info@uplight.ca.

17.   Applicable Law.

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. Any claim or dispute in connection with your use of the Site or the Content shall be subject to the exclusive jurisdiction of the courts of Ontario and you hereby irrevocably attorn to the jurisdiction of the courts of Ontario.

18.   General.

If any provision of these Terms of Service is held to be invalid or unenforceable, that provision, to the extent unenforceable, shall be struck, and shall not affect the validity or enforceability of the remaining provisions. Your rights under these Terms of Service are personal, non-exclusive, and non-transferable. Headings are for reference purposes only and in no way define or limit the scope or extent of any provision of these Terms of Service. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except as otherwise expressly provided in the Terms of Service, nothing herein shall be deemed to confer any third-party rights or benefits. These Terms of Service set out the entire understanding and agreement between you and us with respect to the subject matter hereof.