Terms of Use - UREEQA

Last Modified on September 20, 2022

Welcome to UREEQA Inc. (“UREEQA”, “we”, “us” or “our” as the context dictates). We are happy to offer you our platform (the “Platform”) as available through our Website. The terms and conditions set out below (these “Terms of Use”) in combination with our Privacy Policy and certain other items set out on our Website (these Terms of Use together with our Website Terms and our Privacy Policy, are collectively referred to herein as our “Terms”), govern your use of our Platform. Please read our FAQ to make sure you understand what we do, how we do it, and what are UREEQA’s responsibilities.

Please read our Terms carefully since they are legally binding and have sections which contain important information about use, rights, liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes. All capitalized terms, unless otherwise defined in the body of these Terms of Use, are defined at the end of these Terms of Use.

By registering for an Account, accessing or using our Platform by clicking “I accept” or by checking a box indicating your agreement, you expressly acknowledge that you have read the Terms and, for good and valuable consideration, the receipt and sufficiency of which you acknowledge, agree to be bound by and comply with all terms and conditions therein. If you do not, or are unable to, agree to our Terms, you are not permitted to register for an Account, or access or use our Platform. If you register an Account, or access or use our Platform, you shall be considered to express your consent and agreement with our Terms. For any clarification, please contact us at [email protected].

1. Understanding our Role

Our Platform is intended to permit you to;

subject your Materials (as defined herein) to due diligence to attempt to verify authorship, ownership and originality, and monetize your rights in such Materials we only offer the Platform and the associated tokens. (see the “Disclaimer” section below for further limitations); and
purchase NFTs and redeem certain utility which may be associated with applicable NFTs.

When you submit Materials for a Validator Inquiry, our Platform will allow you to engage in transactions with third parties. Please ensure you understand the bargain you make with respect to any transaction with a Person and where needed consult with your legal advisor to understand the impact of the offer you make and the deal you accept (see Section 16 for our disclaimer). You will be solely responsible for the content of your communication and shall be subject to all laws and remedies available to us and any third party in communication with you should you breach our policies and any laws in respect of use of the communication functions. We encourage you to limit sharing of private and confidential information to secure channels only after you are satisfied that the receiving party will guard such information in accordance with all applicable laws and your expectations.

For the purposes of these Terms of Use, references to “you”, “your” and “User” are to you and anyone who accesses or uses the Platform through your Account. If you register for an Account on behalf of your employer, all references to “you” and “your” will be deemed to be references to your employer , your employer will be deemed to be the “User” for the purpose of these Terms of Use, and you represent and warrant that you have the authority to bind your employer to the Terms. You are responsible for: (a) ensuring that your employees, agents and subcontractors comply with the Terms; and (b) any breach of the Terms by your employees, agents or subcontractors.

In case you are a Validator, you will be subject to the Validator Services Agreement, in addition to all those items herein which are applicable to all users of the Platform. For the purposes of the “Entire Agreement” clause herein, the Validator Services Agreement shall be considered to be included by reference and be applicable to you.

2. Right to Use and Right to Receive

Subject to your compliance with the Terms and payment of all applicable Fees (see “Fees and Payment” section below), we grant you a non-sublicensable, non-transferable, nonexclusive, limited and revocable right to access and use our Platform and its feature, service or functionality for:

verifying your Intellectual Property Rights in your Submitted Content by:

utilizing Validators to determine whether a Validator Inquiry succeeds in finding any Content which casts into doubt the authorship, ownership and originality of your Submitted Content;
utilizing the Platform to stake a claim to your Submitted Content on the blockchain;
monetizing your Validated Content by licensing or offering ownership rights in the Validated Content through the Platform; and
soliciting or offering opinions, messages, or collaboration opportunities using the features of the Platform.

purchasing of NFTs and to:

purchase NFTs prior to the minting of such NFTs;
direct such purchased NFTs to be minted directly into your wallet;
redeem additional utility attached to NFT; and
sell such NFTs on any other platform or exchange/marketplace.

If a Validator Inquiry deems your Submitted Content to be validated, you will be awarded a NFT. For more information on the utility of NFT, see our FAQ.
If you are purchasing NFTs:

you will either have UREEQA hold such NFT in a UREEQA Wallet or provide a valid wallet address to which we can transfer a minted NFT
In some cases, we shall ask for a certain amount of URQA tokens to be in your designated wallet, and shall ask you to provide details about your wallet via metamask before being able to place a bid / buy a NFT;

A. we will utilize a tool that checks the content of a given wallet via contact address and token id;

in the event we have initially kept a minted NFT in a UREEQA Wallet, you hereby agree to pay for the gas fees involved in a transfer if we are requested by you to transfer to another wallet;
you will be able to review another Person’s bids for a particular NFT;
your credit card will subjected to a $X/item deposit, where X is the amount dependent on the auction being held (“Hold Deposit”), whereby in the event you: (A) win the bid but do not honor the payment of the bid price which you had committed to pay in the 24 hours after the bidding is closed, you will forfeit the Hold Deposit to UREEQA; or (B) lose the bid, the Hold Deposit will be returned to your credit card without any deduction, provided however, we will not be liable for any loss of amounts which are refunded to your credit card where a loss arises strictly due to foreign exchange transaction fees; and
you expressly agree that in any open auction, we may display your username in association with your bid on any website displaying playing bids publicly.

3. Registration and Account Set-up

You must register for an Account on our Website to use our Platform. Once an Account is registered, you are responsible for managing the Account. You must inform us promptly of any changes to the information provided.

4. Credentials Management

You shall: (a) keep your Credentials strictly confidential and secure; and (b) notify us immediately if the confidentiality of any part of your Credentials has been compromised or you believe there is a credible chance that the security of your Account has or will be compromised. You are solely responsible for any access to or use of the Platform through your Account, including by others, such as your employees, individuals you have willingly shared your login credentials with or others for whom you are responsible at law.

We retain the right, but do not have the obligation, to suspend your Account and take any other reasonable action if we suspect any unauthorized access to your Account or note that there is suspicious activity in relation to your Account, and you agree to assist in executing such actions, which may involve providing us with additional information or documentation that we require, resetting passwords or taking other measures as we may require, each in our sole discretion. We are not responsible for your failure to notify us as set out above, or for any delay or failure to suspend your account following such notice.

If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at [email protected].

5. Technical Requirements

Your use of the Platform requires your device to be connected to the Internet. You are solely responsible for the cost and maintenance of any such Internet or mobile connection, including any data usage, roaming or other charges that you incur. Further, you acknowledge that, from time to time, you may be unable to access or use the Platform.

Your access or use of the Platform may be subject to certain minimum technical requirements. It is your responsibility: (a) to ensure that you have access to the hardware and/or software platforms required to access and use the Platform; and (b) for updating and maintaining your devices, Internet or mobile connection. UREEQA reserves the right to change or cease support of any hardware or software platforms at any time.

6. Fees & Payment

We do not charge you a fee for registering an Account on the Platform.
In respect of a Validator Inquiry, you will only be required to pay a fee through the methods made available on our Website when you have requested UREEQA’s services for your Submitted Content , including staking a claim, Validator Inquiry membership options, monetization transactions and other services.
In respect of purchase of NFTs, you agree to pay the purchase price of the NFT within 24 hours of winning the bid for a NFT or else forfeit the Hold Deposit.
Refunds. We do not provide refunds or credits. If you cancel your Account, or your employer cancels their Account, any UREEQA Tokens which are in the Account Holder’s name will be forfeited, subject to any adjustments we may make for prior transactions which were not properly conducted and require a refund. If we suspend or cancel your Account in connection with your violation of these Terms of Use, you forgo any fees you may have paid to obtain Services, and we shall have no liability to you.

Fee Changes. We may in the future implement a new fee, or modify an existing fee for the Platform or any feature, service or functionality that we offer. If we implement a new fee or modify our fees we will make reasonable efforts to notify you by posting the new or modified fees on the Website or the Platform.

7. Representations, Warranties and Covenants

You represent, warrant and covenant that: (a) you are the age of majority in your jurisdiction; (b) if you register for an account on behalf of your employer, you have the authority to bind your employer to the Terms; (c) your use of our Platform, including any information recorded, uploaded or otherwise stored on the Platform, shall: (i) be solely for purposes that are permitted by these Terms of Use, (ii) not infringe or misappropriate the Intellectual Property Rights of any third party, and (iii) comply with all Laws; (d) you are not a citizen or resident of any country or region that is subject to any sanctions or other restrictions imposed or maintained by the United Nations, Canada, the United States, the European Union or its Member States; and (e) you do not appear, individually or indirectly through your affiliation or membership in a named group, on any list of prohibited, restricted or sanctioned persons or parties, including any such list maintained by the United Nations, Canada, the United States, the European Union or its Member States.
You agree that you will in addition to any other obligation herein:

immediately notify us if you suspect or know that your Submitted Content infringes a third party’s Intellectual Property Rights;
be solely responsible for ensuring accurate wallet information; and
provide further information and/or supporting documents that may be reasonably be requested by validators during the validation process in order to allow Validators to execute their responsibilities.

Restricted Actions. You covenant that you will not:

misrepresent your identity (e.g. represent to anyone in relation to UREEQA that you are someone else or you are affiliated with someone that you are not);
share your Account log-in details with any person other than those expressly authorized by you;
make use of our Platform to do anything other than to carry out activities which are normally related to activities conducted using our Platform;
reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of our Platform;
rent, lease, sell, resell, assign, timeshare, offer in a service bureau, or otherwise make any part of our Platform available to any third party;
damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of our Platform;
access our Platform in order to build a commercially available product or service which competes with our Platform;
copy any features, functions, integrations, interfaces or graphics which are part of our Platform;
violate any Laws;
make statements on any topic associated with us, particularly regarding our Platform, which could reasonably be considered false, misleading or disparaging;
willfully tamper with the security of our Platform, including attempting to probe, scan or test the vulnerability of our Platform or to breach its security or authentication measures;
willfully tamper with Submitted Content you provide to UREEQA for Validator Inquiry or staking a claim, including metadata manipulation;
directly or indirectly scrape the Platform for any purpose, including to download content in bulk or to collect any other data;
share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed by us in writing in advance of receipt of such data;
share any personal information with us other than for the purposes UREEQA has agreed to;
transmit any information, through our Platform or in any other manner, which may be: (i) unlawful, discriminatory, hate speech, threatening, offensive, abusive, libelous, defamatory, harassing, fraudulent, violent, obscene, vulgar, indecent, inflammatory, profane, sexually explicit, pornographic or profane; (ii) in violation of a third party’s Intellectual Property Rights; (iii) refutes or is contrary to what is set out anywhere in our Platform; (iv) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (v) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (vi) violates the privacy of any third party; or
attempt to gain unauthorized access to our Platform or our computer systems or networks through hacking, password mining or any other means.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the subsections (i) to (xvii) above.

8. Changes to the Platform

The services or features available as part of the Platform, may change over time, and may only be available for a limited time. UREEQA reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Platform or the services or features of the Platform, without prior notice to you. No change of service or feature will impact your rights in any NFT you have earned or purchased.

9. Ownership and Reservation of Rights to UREEQA Intellectual Property

The Platform consists of various graphics, texts, icons, buttons, videos, software, audio and other files, images, and other materials as well as certain features, services or functionality that have been provided by UREEQA and/or third-party entities under UREEQA’s direction. Your Account and all the Intellectual Property Rights in and associated with the Platform and is owned by UREEQA or the applicable third party. For greater certainty and the avoidance of any doubt, UREEQA and applicable third-party entities hold all right, title, and interest, including all Intellectual Property Rights, in and to your Account, and the Platform. You hereby acknowledge that your Account and the Platform are protected to the fullest extent permitted by applicable Law, including, but not limited to, copyright, trademark, patent and all other applicable intellectual property Laws. Except with respect to any tokens (URQA or NFT) you may have earned or NFTs you have purchased, your use of your Account or the Platform does not grant or transfer to you any ownership or other rights in your Account or the Platform, and except as expressly provided, nothing herein or within the Platform shall be construed as conferring on you or any other person any licence under any of UREEQA or any third party’s Intellectual Property or other rights. Any right not expressly granted to you in these Terms of Use are expressly reserved by UREEQA.

10. Trademarks

Certain names, words, titles, phrases, logos, icons, graphics or designs contained within the Platform may constitute trade names, registered or unregistered trademarks or service marks ("Trademarks") of UREEQA and of other persons or entities. All Trademarks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trademarks without the express written consent of the applicable owner is strictly prohibited. Display of Trademarks in the Platform does not imply that any licence has been granted to you or to any third party.

Any unauthorized downloading, re-transmission, or other copying or modification of Trademarks may be a violation of statutory or common law and subject you to legal action.

11. Confidentiality

The structure, organization and source code of the Platform are the valuable trade secrets and proprietary confidential information of UREEQA and its licensors. You agree not to provide or disclose to any third party any such confidential information that is or that may be contained in and/or derived from the Platform.

12. Right to Handle Your Data

You hereby grant UREEQA a non-exclusive, sublicensable, royalty-free, fully paid-up and transferable right to Handle your data to make the Platform available to you and the generate and use Aggregated Information.

Handling by Third Parties. You agree that all such data may be, without further consent from you, Handled by a third-party for either (i) purposes which serve our business purposes, including transaction processing and data monitoring or storage, or (ii) for regulatory or other reasons which are imposed on us in Canada or in any other jurisdiction in which we decide to store or process such data.
Aggregated Information. We own all Aggregated Information and may use such Aggregated Information for any purpose we see fit, including but not limited to publication of, and creation of derivative works from the Aggregated Information, provided that such use shall not reveal to a third party any confidential information or the identity of a User.

13. User Input

You hereby grant to us and agree to grant to us a royalty-free, fully paid-up, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate into our Platform any User Input and agree to and agree to cause all individuals providing User Input to, irrevocably and unconditionally waive any and all moral rights in the User Input. Users shall have no obligation to provide User Input. Although UREEQA does not seek to monitor or control the submission of User Input, we reserve the right to delete, move and edit any User Input submitted where, in our sole discretion, it is considered prudent or necessary to do so. You represent and warrant that the User Input does not contain any confidential or proprietary information and does not violate or infringe any third party’s Intellectual Property Rights, applicable Law or the Terms. You shall be solely responsible for your User Input and any consequences that may arise from posting, providing or publishing it on the Platform or the Website.

14. Corrective Action and Notice

If you become aware of any actual or threatened activity by a User which is prohibited by the “Restricted Actions” section above, you shall immediately (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to our Platform), and (b) notify UREEQA of any such actual or threatened activity.

15. Permission for Communication

We use email and other electronic means to stay in touch with Users. You agree that when you provide us your email address or personally identifying information (e.g. name, address) during or prior to access or use of our Platform or use of any other service or tool provided through or on the Website, you: (a) consent to receive communications from us, our affiliates, and applicable Third Party Providers in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (b) can opt-out from receiving communication from any such party at any time by completing the formalities on the Platform or the Website as applicable, but we do not take on any liability for any communication of another party to you, including any Third Party Providers, particularly if you have provided your contact information to them independently rather than using the communication functions of the Platform or the Website; and (c) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

16. Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF YOUR ACCOUNT, THE RESULTS OF VALIDATOR INQUIRY, AND YOUR USE OF THE PLATFORM IS AT YOUR SOLE DISCRETION AND RISK. IN NO EVENT WILL UREEQA OR ITS REPRESENTATIVES BE LIABLE FOR ANY CONDUCT UNDER YOUR ACCOUNT, YOUR USE OF THE PLATFORM, ANY VALIDATOR’S CONDUCT, VALIDATOR INQUIRY RESULTS, OR ANY OTHER PARTY’S CONDUCT ON THE PLATFORM.

IN RESPECT OF PURCHASE OF NFT, YOU ARE SOLELY RESPONSIBLE FOR PROVIDINGUREEQA THE CORRECT WALLET CREDENTIALS AND FOR ANY PURCHASE OF A NFTWHERE SUCH PURCHASE IS EXECUTED FROM YOUR ACCOUNT. WE WILL NOT BELIABLE FOR ANY BIDS THAT ARE EXECUTED FROM YOUR ACCOUNT OR ANYTRANSFER TO A WALLET WHICH IS NOT THE CORRECT WALLET IF THE TRANSFER ISEXECUTED BY US AT YOUR DIRECTION. TRANSFERS ARE NOT REVERSIBLE.

IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT ELSEWHERE IN OUR TERMS, OUR PLATFORM, INCLUDING ALL ITS FEATURES, SERVICES OR FUNCTIONS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY, OR INTEGRATION WITH ANY SYSTEM.

UREEQA DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE PLATFORM IS COMPLIANT WITH OR MEETS ANY PARTICULAR PROFESSIONAL STANDARDS OR GUIDELINES AND IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THE PLATFORM IS APPROPRIATE FOR YOU AND MEETS YOUR STANDARDS AND/OR ANY APPLICABLE GUIDELINES IN RESPECT OF INTELLECTUAL PROPERTY VALIDATION.

WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT ANY PART OF OUR PLATFORM OR THE FEATURES, SERVICES OR FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT OUR PLATFORM AND WEBSITE OR ANY ITEM CONNECTED WITH THE PLATFORM OR THE WEBSITE IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS, OR THAT OUR PLATFORM AND WEBSITE ARE IMPERVIOUS TO HACKS OR DATA LOSSES, OR THAT ANY TRANSMISSION TO AND FROM US OR COMMUNICATION BY YOU IS CONFIDENTIAL OR SECURE. YOU AGREE THAT YOUR USE OF OUR PLATFORM CREATES NO OBLIGATION ON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO OUR TERMS.

YOU ARE SOLELY RESPONSIBLE FOR THE INFORMATION THAT YOU RECORD, UPLOAD OR OTHERWISE STORE ON THE PLATFORM. WE ARE NOT RESPONSIBLE FOR THE CORRECTNESS OF ANY INFORMATION RECORDED IN THE PLATFORM, ANY ALTERATION (INTENTIONALLY OR UNINTENTIONALLY) OF ANY INFORMATION THAT YOU RECORD, UPLOAD OR OTHERWISE STORE ON OUR PLATFORM. WE DO NOT MONITOR THE USEFULNESS, RELIABILITY OR ACCURACY OF INFORMATION THAT YOU RECORD, UPLOAD OR STORE ON OUR PLATFORM.

17. Release and Indemnification

You agree to indemnify, defend, and hold harmless UREEQA its subsidies and affiliates, and each of their officers, directors, employees, agents, successors, permitted assigns (collectively the “Representatives”) from and against any and all claims and expenses, including legal or other professional fees and disbursements, arising out of: (a) your use of our Platform and/or your violation of any of the provisions in the Terms; (b) any allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under the Terms; (c) negligence or willful misconduct by you or any third party on your behalf in connection with our Platform; and (d) your infringement or violation of any Intellectual Property or other rights of any person or entity.

We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

18. Liability

Your only remedy with respect to any dissatisfaction with: (a) UREEQA, (b) our Terms, (c) our Platform or our Website, (d) any policy or practice of UREEQA, or (e) any Content or information transmitted through our Platform, is to cancel your Account and to stop using our Platform.

IN NO EVENT WILL UREEQA OR ITS REPRESENTATIVES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGES OR ANY OTHER DAMAGES WHATSOEVER WHETHER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR PERFORMANCE OF YOUR ACCOUNT, THE PLATFORM, CONTENT, ANY LINKED WEBSITE, OR ANY OTHER INFORMATION OR DATA, OBTAINED THROUGH YOUR ACCOUNT OR ON THE PLATFORM, OR OTHERWISE ARISING OUT OF YOUR USE OR INABILITY TO USE YOUR ACCOUNT AND/OR THE PLATFORM OR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR MATERIALS PROVIDED THROUGH YOUR ACCOUNT OR ON THE PLATFORM, AND/OR ANY ERRORS OR OMISSIONS IN SUCH CONTENT, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF UREEQA OR ANY OF ITS REPRESENTATIVES, LICENSORS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, if UREEQA, its Representatives, licensors or suppliers should be found liable to you for any loss or damage that arises out of or is in any connected with your Account, the Platform, the Content available on or through the Platform or any functions, services or features offered by us, the liability of UREEQA, its Representatives, licensors and suppliers will in no event exceed CAD $1.00, whether such damages are based in tort, contract, negligence, indemnity, strict liability or otherwise, even if UREEQA or any of its Representatives, licensors or suppliers has been advised of the possibility of such damages.

Should a jurisdiction that does not allow the exclusion of indirect, punitive, incidental, special or consequential damages apply to these Terms of Use, the total liability to you or any person in connection with any indirect, punitive, incidental, special or consequential damages shall be limited by the above paragraph of this section entitled “Liability.”

19. Term and Termination

Subject to the “Surviving Provisions” section below, our Terms shall terminate upon your cancellation or deactivation of your Account through the means provided on the Platform or the Website, or upon our cancellation of your Account or termination of your access to the Platform.

We may terminate your access to all or any part of our Platform at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.

Upon cancellation, termination or deactivation of your Account, (a) all rights, licenses, consents and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (b) we may disable all Users’ access to our Platform except as set out in the Terms.

Notwithstanding anything to the contrary in these Terms of Use, we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course, and you will retain any tokens granted to you during the Term.

20. Amendment of our Terms of Use

To the extent permitted by applicable law, UREEQA reserves the right, at our sole discretion, to amend these Terms of Use at any time. You may not amend or modify these Terms of Use.

We shall post the amended Terms of Use on our Platform and/or Website. Although we shall take reasonable steps to notify you of amendments, you are expected to check our Platform and/or Website periodically for any amendments to these Terms of Use. Your continued access and use of our Platform following such amendments shall constitute your affirmative acknowledgement of these Terms of Use and agreement to be bound by our Terms of Use, as amended. If at any time you choose not to accept our amended Terms of Use, including following receipt of notification of any amendments made hereto, then you are not permitted to access or use the Platform and you must terminate and deactivate your Account.

21. Governing Law

Our Terms of Use and any access to or use of our Platform shall be governed by and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

22. Dispute Resolution through Arbitration

Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with our Platform, these Terms of Use or any breach hereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Act”). There shall be one (1) arbitrator selected in accordance with the Act. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. Notwithstanding the foregoing, UREEQA shall have the right to seek injunctive or other equitable relief, including in relation to the breach of confidentiality obligations or violation of the Intellectual Property Rights set forth in these Terms of Use.

23. Waiver of Class Proceedings

Users hereby waive any right they may have to commence or participate in any class action lawsuit against UREEQA or its Representatives, licensors or suppliers related to any claim, dispute or controversy and, where applicable, Users hereby agree to opt out of any class proceeding against UREEQA otherwise commenced.

24. Severability

If any portion or provision of these Terms of Use shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms of Use, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law.

25. Assignment

You may not assign, in whole or in part, any of your rights or obligations under the Terms. UREEQA may, without prior notice or consent, assign the Terms or any of its rights or obligations hereunder. You give your approval to UREEQA for it to assign the Terms, in whole or in part, and upon such assignment the assignee shall assume all the rights and obligations of UREEQA and UREEQA shall be released. The Terms will inure to the benefit of UREEQA’s successors and assigns.

26. Further Assurances

You agree to execute and deliver all such further documents and instruments and do all acts and things as UREEQA may reasonably require to carry out the full intent and meaning of the Terms.

27. Relationship between the Parties

There is no joint venture, partnership, employment or agency relationship created between you and UREEQA as a result of the Terms or access or use of the Platform.

28. Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.

29. Notices

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail or by email to:

[email protected]

55 Victoria Street North

Kitchener, Ontario N2H 5B7

Any notice to you shall be given to the most current email address in your Account.

30. Other Rules of Interpretation

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” “is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.

31. No Waiver of Covenants

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

32. Surviving Provisions

Notwithstanding the expiration or termination of the Terms, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including, but not limited to the sections entitled: Representations, Warranties and Covenants, Ownership and Reservation of Rights to UREEQA Intellectual, Permission for Communication, Disclaimers, Release and Indemnification, Liability, and Sections 21-36.

33. Force Majeure

Without limiting anything else in the Terms, if a default or delay by UREEQA under the Terms is caused by, or if UREEQA is unable to make the Platform available for, any reason or circumstances beyond the reasonable control of UREEQA, including, but not limited to fire, flood, earthquake, elements of nature, acts of God, epidemic (whether or not declared), pandemic (whether or not declared), explosion, power failure, third party caused damage to network infrastructure, war, terrorism, cyber terrorism/warfare, revolution, civil commotion, cyber terrorism/warfare, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, UREEQA shall not be liable for that default or delay, or inability to make the Platform available, and shall be excused from further performance of its affected obligations.

34. Entire Agreement

The Terms and anything else incorporated or referred to herein constitute the entire agreement between you and UREEQA and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms.

35. Language

You and we have requested that the Terms and all correspondence and all documentation relating to the Terms be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.

36. Definitions

“Account” means a User’s account that was registered on our Website and created for the purposes of accessing, or permitted access to, our Platform.

“Account Holder” means the registered User.

“Aggregated Information” means all information derived from your use of our Platform and includes, without limitation, usage information, data and other content provided, however, such information shall not be able to reveal the identity of the User.

“Certify” means being officially recognized as possessing a certain qualification, criteria or meeting certain standards.

“Content” means any information, text, document, articles, blogs, links, reports, data, databases, tools, e-mail, code, photographs, pictures, audio, video, postings, graphics (including illustrations and animations), comments, interfaces, webpages, files, software, product names, trademarks, logos, trade names, or other materials.

“Credentials” means Account log-in and other details which are relevant to your access to our Platform.

“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.

“Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages.

“Intellectual Property Rights” means any rights pertaining to Intellectual Property.

“Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

“Non-Fungible Token” or “NFT” means a special form of digital token that is minted.

“Person” means any individual, sole proprietorship, partnership, firm, entity, body corporate or governmental or regulatory authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

“Submitted Content” means any Content which a Person submits over the Platform for the express purposes of having such content be subjected to Validator Inquiries.

“Third Party Providers” means any an independent third-party provider that may be accessible through our Platform, including any organization which is governmental or regulatory in nature.

“User(s)” means anyone who is using our Platform, whether or not the person has an Account.

“User Input” means any Content submitted or otherwise shared by a User in the course of provision of our Platform, including suggestions, modifications or other actions undertaken by User or is otherwise shared with other Users through the Website.

“Validated Material” means your Submitted Content that has been subject to Validator’s Inquiry and Validators have not been able to disprove the authorship, ownership and originality of the Submitted Content.

“Validators” means those individuals perform a Validator Inquiry.

“Validator Inquiry” means the set of activities performed by a Validator to disprove the authorship, ownership and originality of your Submitted Content.

“Website” means (i) any website including www.ureeqa.com and a sub-domain of any such websites, and (ii) any mobile application for such websites or any other website operated by us, in connection with our Platform provided to you.