Last updated: 08-08-2025

These Enterprise Terms of Service, including any Statement of Work or other document referencing these Terms of Service, (collectively, “Agreement”) are entered into between you (“Merchant”) and Uone Ltd. (“Uone”) and govern your commercial access to and use of Uone’s online services, including but not limited to Uone’s website available at Uone.ca, including subdomains (“Website”), the Uone platform that provides you with the opportunity to provide exclusive promotions, discounts, giveaways and related products to potential Merchants (“Platform”) and any other services, platforms or products to which Uone applies this Agreement (collectively, “Service”). 

BY EXECUTING AN AGREEMENT THAT REFERENCES THESE TERMS OF SERVICE, BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION, OR BY USING THE SERVICE, MERCHANT IS AGREEING TO BE BOUND BY THIS AGREEMENT.  ANY INDIVIDUAL USING THE SERVICE ON BEHALF OF MERCHANT HEREBY REPRESENTS AND WARRANTS THEY HAVE AUTHORITY TO BIND THE MERCHANT TO THIS AGREEMENT.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. IT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN MERCHANT AND UONE. PLEASE READ THE ENTIRETY OF THIS AGREEMENT CAREFULLY. 

Account and SUBCRIPTION

• Account. The Website provides Merchant with access to publicly accessible content such as general information about the Service (“Public Site”), and certain paid portions of the Service granting Merchant the ability to manage and register an enterprise account on the Platform (“Account”). In order to register an Account on the Platform or otherwise use certain paid features of the Service, Merchant must:
  (a) be an entity that is validly established and in good standing in their jurisdiction of formation;
  (b) consent to third-party authentication of Merchant’s legal standing;
  (c) comply with and agree to all terms of this Agreement and any other agreement between Uone and Merchant, including Uone’s Privacy Policy. By registering an Account, Merchant hereby consents to provide additional information as Uone may reasonably require to confirm Merchant’s legal status and ability to comply with the Agreement. 
• Log-in Information. Merchant shall designate an authorized individual or individuals to manage its Account, and such individual shall:
  (a) provide Uone with accurate contact information, as requested by Uone, including but not limited to Merchant’s contact email address, mailing address, telephone number and such other information as required to register an Account;
  (b) maintain the confidentiality of Merchant’s Account log-in information (“Log-in Information”); and
  (c) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of the Log-in Information and shall not share it with any other person or entity. Merchant is responsible for all activity through the Service that originates from any Account logged in through Merchant’s Log-in Information. By using the Service and registering an Account, Merchant hereby acknowledges that Uone is not responsible for any loss or damage arising from Merchant’s failure to maintain the confidentiality of Log-in Information. If Merchant detects unauthorized access to or use of the Account, Merchant shall promptly notify Uone of such unauthorized access or use. 

Subscription And Service Use

• Subscription. Uone hereby grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable subscription to access and use the: (a) Public Site; and (b) if Merchant has paid for an enterprise subscription, such paid features of the Service as described on Merchant’s Account page, the Website, or in an executed Statement of Work or other agreement between Uone and Merchant (“Subscription”). Merchant shall use the Subscription solely for its internal business purposes, unless otherwise agreed to in writing between Merchant and Uone. 
• Third Party Services. Merchant acknowledges and agrees that the Service incorporates third-party vendors and hosting software, including but not limited to Google Analytics, Stripe, Web Hosting Canada, Meta and Persona, as well as third party links, to provide the necessary software and associated technology to provide the Service to Merchant (“Third Party Services”). Providers of Third Party Services may impose their own set of terms applicable to the use of such Third Party Services. Failure to agree to or comply with terms governing such Third Party Services may render the Service inoperable or limit Service functionality. Third Party Services may also collect personal data about Merchant’s online activities over time and across different websites and services. Uone strongly recommends that Merchant read the terms and privacy practices relating to such Third Party Services before using the Service. Uone makes no representations or warranties regarding Third Party Services or continued availability of integration of the Service with Third Party Services and Merchant agrees that Uone is not liable for any claim, loss or damage relating to Third Party Services.
• Features. The features, functionalities, integrations and other components of the Service associated with your Subscription (collectively, “Features”) are as described on Merchant’s Account page, the Subscription terms listed on the Public Site or such other agreement between Merchant and Uone describing such Features and the Subscription. Features are subject to change on one or more occasions and at any time without notice. Merchant may change the Features available under its Subscription by requesting to upgrade to a different Subscription tier. Uone reserves the right to modify Features available under the Subscription tiers from time to time, on one or more occasions, temporarily or permanently. Uone may, without advance notice to Merchant, automatically install or implement customizations, updates, upgrades or new Features to the Service that Uone deems to be necessary, reasonable and/or beneficial to the Service. Uone retains all right, title and interest to any modifications, customizations or updates to the Service.

Use of the Service. Merchant shall not:

• knowingly provide false or inaccurate information to Uone;
• conduct itself in a manner, upload or generate content that may directly or indirectly cause harm to Merchant or others while using the Services, including but not limited to weapon development, military, warfare, destruction of critical infrastructure, self-harm and eating disorders;
• conduct in a manner, upload or generate content that relates to economic harm to yourself or others including but not limited to multi-level marketing, gambling, payday lending and automated determinations of eligibility for credit, employment, educational institutions or public assistance services;
• mirror, decompile, disassemble or reverse engineer the Services or otherwise attempt to derive the Service source code or gain unauthorized access to the Services; 
• alter, change or circumvent security related aspects of the Services;
• use any automated system (bot, spider, etc.) to access the Services;
• upload or transmit viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Uone or the Services;
• reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish or distribute the Services; 
• break, disrupt or attempt to break or disrupt any device used to support the Services or other’s experience or knowingly exploit a flaw or bug in the Services;
• frame or mirror any part of the Services or use meta tags, code or other devices containing any reference to Uone or the Services in order to direct any person to any other website for any purpose; 
• collect or provide to third parties information or data provided through the Services;
• store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights;
• harass, abuse, stalk, dox, threaten or impersonate any person;
• generate hateful, harassing or violent content;
• upload any obscene, nude, pornographic, sexually explicit or other offensive or illegal content;
• sell, lease or sublicense the Services, or access thereto, or information presented through the Services, unless expressly permitted by Uone;
• use the Services in connection with any political or commercial endeavors, except as expressly permitted by these Terms; promote, encourage or undertake illegal activity; or infringe or violate third-party rights including but not limited to:

(i) contractual rights;
(ii) copyright, patent, trademark or trade secret rights;
(iii) privacy rights;
(iv) publicity rights; or
(v) confidential information, as determined by Uone in its sole and absolute discretion. 

Service Availability

The Service is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. Merchant acknowledges that the Service may be interrupted for reasons included but not limited to: (a) scheduled system back-up or other on-going maintenance as required by Uone; (b) any unforeseen cause beyond Uone’s reasonable control, including but not limited to, support and/or service issues with Third Party Services, Internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement; or (c) Uone’s business purposes as determined in its sole discretion. Except as expressly set forth in this Agreement, Merchant acknowledges and agrees that Uone shall have no liability to Merchant as a result of any change, temporary unavailability, suspension or termination of access to the Service. 

PLATFORM OFFERS

Offers. As part of Merchant’s Subscription, Merchant may use the Platform to provide offers, promotions, discounts, vouchers, coupons, and other advertising and promotional content (collectively, “Offers”) to interested users of the Service. By using the Service, registering an Account or listing Offers, Merchant hereby agrees that any and all Offers shall comply with all applicable laws, regulations and governmental authority guidelines, including but not limited to privacy laws, intellectual property laws, and fair dealing and competition laws. All Offers posted by Merchant on the Uone platform must: (a) remain live on the Platform until their designated expiry; (b) be honored by Merchant for all users who qualify under the terms of the Offer; (c) provide accurate, transparent and full information regarding all terms, conditions, exclusions and requirements for eligibility of such Offers, including but not limited to any expiry dates, age restrictions, location restrictions, and any other information as required by applicable law or regulation; (d) treat all qualifying users fairly and equally; (d) be exclusive to Uone (Merchant may not provide the same or better terms for any Offer provided on any service, platform, website, flyer or provider other than Uone); and (f) only be accepted and/or redeemed by Merchant where qualifying users have provided adequate proof/evidence that such Offer was made available through the users subscription to the Platform and not obtained through other means (Merchant shall not redeem or accept Offers where users only provide a screenshot of the applicable discount code or similar qualification). 

Prohibited Offers. All Offers are subject to review and approval by Uone. Uone reserves the right approve or reject Offers before publication and/or remove or suspend any Offers in its sole and absolute discretion and without prior notice to Merchant. Merchant is prohibited from making any Offers that: (i) violate the terms of this Agreement, including Section 2.4 above; and/or (ii) relate to products or services in the following industries: 

• illegal drugs and/or controlled substances, including but not limited to any drugs or substances that are regulated under the Controlled Drugs and Substances Act (Canada), The Controlled Substances Act (USA), or any similar laws or regulations, including but not limited to criminal laws; 
• unlicensed and/or unapproved cannabis or cannabis-related products, as restricted by the applicable laws or regulations of Merchant’s jurisdiction; 
• alcohol, tobacco, nicotine, vaporizers and related products, where such advertisement targets minors or otherwise violates applicable laws or regulations;
• sexually-explicit, sexually-suggestive and/or any other “adult content”, including but not limited to pornography, escort services and other sexual products or services; 
• counterfeit, fraudulent, forged, sham, or deceptive products or services, including but not limited to “knock-offs”, “get rich quick” schemes, investment scams, false or unsubstantiated professional advise (financial, legal, medical or otherwise), imitation items and other goods or services that infringe intellectual property rights or are otherwise in violation of intellectual property laws;
• multi-level marketing and/or pyramid schemes; 
• gambling/gaming products or services, lotteries, sweepstakes and/or raffles that are not offered in compliance with applicable laws; 
• firearms, knifes, swords, explosives, ammunitions, weapons and related products and services; and 
• any other product or service in violation of any applicable laws, regulations or governmental authority guidelines, including but not limited to the Competition Bureau, Health Canada, the Federal Trade Commission, the Food and Drug Administration, and respective state/provincial consumer protection authorities, as determined by Uone in its sole and absolute discretion. Uone strongly encourages Merchants to contact Uone at [email protected] to determine if their Offers comply with our terms and will be permitted on the Platform. 

Fees

• Fees. Merchant shall pay the Fees (including applicable taxes) in accordance with the payment schedules and payment methods as described in their Subscription, as invoiced by Uone. Fees are charged on the earliest of the Effective Date or the date of implementation of the Service (or such other date agreed to by the parties) and automatically every year thereafter on the anniversary of the Effective Date. If the Payment Method is credit card, Merchant shall provide a valid credit card, which credit card Merchant hereby authorizes Uone to charge for all purchases and for any additional amounts owed to Uone. If Merchant’s credit card changes, expires, revoked, disputed or not valid for any other reason, Uone may immediately suspend Merchant’s use of the Service until Uone is paid or the Agreement terminated.
• Payment. By making a payment to Uone, Merchant represents and warrants that: (a) Merchant has the legal right to use any credit card(s) or other payment method(s) in connection with the payments to Uone; and (b) the information provided for payment purposes is correct and complete. If paying by credit card, Merchant shall provide a valid credit card and if such credit card changes or expires, or is revoked, disputed, cancelled or not valid for any other reason, Uone may suspend or restrict Merchant’s use of the Service or otherwise terminate the Agreement in accordance with Section 6. Merchant shall immediately notify Company of any inaccuracies to payment information. By submitting payment information, Merchant hereby authorizes and grant all rights necessary for Uone, or any third party acting on Company’s behalf, to automatically charge the Fee on a recurring basis. The Fee excludes applicable taxes, which Uone charges as required by the laws of your jurisdiction and that Merchant shall pay pursuant to Section 5.4.
• Upgrading. You may upgrade your Subscription by paying an additional Fee (prorated to the date of the year in which you upgraded and payable on the subsequent Fee billing cycle). 
• Taxes. The Fee excludes taxes and any applicable duties and charges, which Merchant shall pay. If Uone pays or collects taxes on Merchant’s behalf, Merchant shall pay Uone the applicable amount on the same terms as the Fee. Merchant shall indemnify Uone for any liability or expense Uone may incur, including but not limited to outstanding taxes and any related penalties or interest, in connection with Merchant’s failure to remit applicable taxes and/or other amounts owed to Uone.
• Limited Refunds. Unless otherwise required by applicable law, Merchant is not entitled to a refund of Fees under any circumstance. If Merchant is permitted a refund under the applicable laws of its jurisdiction, please contact Uone at [email protected] with the phrase “Refund Request” in the subject line and a description of your refund request in the body of the email. 

Term and Termination

• Term. This Agreement is effective for the Term unless: (a) a party provides written notice of its intention to terminate this Agreement at least 60 days prior to the commencement of any Term renewal, such termination effective at the end of the then-current term; or (b) earlier terminated pursuant to this Section 6.
• Default. Either party shall be in default if it fails to perform any of its duties or obligations hereunder and to substantially cure such default within 10 days after written notice from the non-defaulting party. In addition, a party shall immediately be in default under this Agreement if it becomes insolvent or files an assignment in bankruptcy or a receiver or monitor is appointed over it and/or its assets. Upon an uncured event of default, the non-defaulting party may terminate this Agreement by providing written notice of termination to the defaulting party, such non-defaulting party reserving unto the non-defaulting party all other rights and remedies it may have under this Agreement. 
• Suspension and Restrictions. Uone may suspend Merchant’s Account or otherwise impose restrictions on the Features available to Merchant under its Subscription where Merchant has breached this Agreement, as determined in Uone’s sole discretion. Where a Merchant has had their Account suspended or otherwise subject to restrictions, Uone shall provide an explanation of the breach and the specific terms of the suspension or restriction. Merchant may dispute a suspension or restriction by providing a written explanation to Uone at [email protected] detailing the nature of the alleged breach and relevant facts.  
• Effect of Termination, Suspension or Restriction. Upon termination Merchant shall: (a) pay all outstanding amounts owed to Uone; and (b) permit Uone to maintain all Offers currently published on the Service with outstanding options for redemption, in accordance with their respective terms. If the Agreement is terminated pursuant to Section 6.1(a), Uone may retain Merchant Property (including Offers) for up to 30 days following termination, or until the Offers expire (as applicable) for the limited purpose of allowing Merchant to access such Merchant Property from the Service and/or for Uone users to claim the relevant Offers. Thereafter, Merchant Property shall be automatically deleted. Other data Uone collects about Merchant is retained for the periods required by Uone’s contractual obligations or applicable law, as further described in the Uone Privacy Policy.  

Feedback; Property Ownership

• Feedback. Merchant hereby grants Uone a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback Merchant provides concerning the Service, which feedback does not constitute Merchant’s Confidential Information and nothing in this Agreement shall limit Uone’s use of Merchant’s feedback. Similarly, Uone hereby grants Merchant a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback Uone provides concerning procedures, data, content or software that Uone communicates to Merchant, which feedback does not constitute Uone’s Confidential Information and nothing in this Agreement limits Merchant’s use of Uone’s feedback.
• Uone Property. The Service, including but not limited to software, workflow processes, user interface, designs, know-how and other technologies provided by Uone are the proprietary property of Uone and its licensors, and all right, title and interest therein, including but not limited to all associated intellectual property rights, remain only with Uone and its licensors. Merchant may not remove or modify any proprietary marking or restrictive legends in the Service. Uone reserves all rights unless expressly granted in this Agreement.
• Merchant Property. Merchant retains all right, title and interest in all information, content and data owned or licensed by Merchant that Merchant provides or shares through the Service, including their Offers (“Merchant Property”), subject to any agreement imposed by Third Party Services. Uone shall not use or access Merchant Property except in connection with the Service and Merchant hereby grants Uone a limited and revocable license to Merchant Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights Merchant owns or controls to use, display, modify, record, translate, transmit or otherwise exploit such Merchant Property solely in order to facilitate the provision of Service. Merchant represents and warrants that it has obtained all consents, licenses and rights necessary to license Merchant Property to Uone prior to providing or sharing any such Merchant Property with Uone or otherwise uploading or sharing such Merchant Property on the Service. Merchant shall hold Uone harmless from any third-party intellectual property claims relating to misuse or infringement of third-party intellectual property rights in Merchant Property as further described in Section 11 below.

Confidential Information

8. • Definition. “Confidential Information” means any business, marketing, technical, scientific or other information disclosed by either party which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.
   • Protection of Confidential Information. Each party shall retain the Confidential Information of the other party in confidence and shall use and disclose it solely for the purpose of, and in accordance with, this Agreement. Each party shall only disclose Confidential Information of the other party to those of its employees and subcontractors with a need to know such Confidential Information and subject to the condition that such employees and subcontractors are subject to confidentially obligations no less stringent than those contained in this Agreement. Each party shall use the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorized use or disclosure of the other party’s Confidential Information. Neither party shall be bound by any obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information of the other party, or any part thereof, which: (a) was lawfully in the public domain, known to the receiving party prior to its disclosure, or becomes publicly available or known to the receiving party other than through a breach of this Agreement; (b) was disclosed to the receiving party by a third party, provided that such third party is not in breach of any confidentiality obligation in respect of such information; or (c) was developed by the receiving party without use of the disclosing party’s Confidential Information.
   • Compelled Disclosure. If a party in receipt of Confidential Information is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law to disclose Confidential Information of the disclosing party, the receiving party shall use reasonable efforts to: (a) seek confidential treatment for such Confidential Information; and (b) provide prior notice to the disclosing party to allow the disclosing party to seek protective or other court orders.
   • Injunctive Relief. Each party agrees that a breach of this section 6 would cause the other party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the non-breaching party will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage.

Privacy

Merchant’s use of the Service is governed by a Privacy Policy detailing how Uone collects, uses and discloses personal data and anonymous data about Merchant and its Users. By agreeing to the Agreement or continuing to use the Service, Merchant hereby represents and warrants that it consents to applicable terms of the Privacy Policy and that its use of the Service shall comply with applicable privacy law. 

DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

• DISCLAIMER. THE SERVICE IS PROVIDED TO MERCHANT “AS IS” AND UONE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, ATTORNEYS, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “UONE PARTIES”), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN ANY APPLICABLE JURISDICTION. FURTHER AND WITHOUT LIMITING THE FOREGOING, THE UONE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET MERCHANT REQUIREMENTS, WILL GENERATE USER TRAFFIC, WILL PROVIDE REVENUE OPPORTUNTIES, WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE OR ERROR FREE OR WILL NOT HARM MERCHANT’S COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY THE UONE PARTIES WILL CREATE ANY WARRANTY AND MERCHANT SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. MERCHANT BEARS THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE. 
• LIMITATION OF LIABILITY. THE UONE PARTIES SHALL NOT BE LIABLE TO MERCHANT FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD THE UONE PARTIES FROM LIABILITY: (A) MERCHANT AGREES THAT THE UONE PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY MERCHANT TO THE UONE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION; AND (B) ANY CLAIM THAT MERCHANT MAY HAVE AGAINST THE UONE PARTIES MUST BE COMMENCED NO LATER THAN SIX (6) MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY MERCHANT. 

Indemnification

Merchant shall indemnify, defend and hold Uone and its Representatives, harmless from and against any claim, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, in connection with Merchant’s use of the Service or Third Party Services, personal injury or death arising while using the Service or Third Party Services, or Merchant’s violation of the Agreement or any law or regulation (including but not limited to privacy, intellectual property, competition, and/or consumer protection laws). Merchant shall not settle any claim without Uone’s advance written consent unless such claim releases Uone unconditionally. Uone reserves the right to, at its expense, assume control of the claim.

Dispute Resolution

• Disputes Between Uone Users and Merchants. Uone will not be a party to any legal disputes between Merchants and individual users of the Service, including but not limited to disputes regarding Offers provided by Merchant and including with respect to any administrative hearings and court cases, and all administrative judgments and judicial decisions against a Merchant and/or individual user will be the sole responsibility of such Merchant and/or user. 
• Initial Dispute Resolution. Most disputes between Merchant and Uone can be resolved without resorting to legal action. If Merchant has any dispute with Uone, merchant shall first contact Uone at [email protected], and provide a brief, written description of the dispute and relevant contact information, before taking any formal legal action. Merchant and Uone agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
• Binding Arbitration. If Merchant and Uone cannot come to a resolution within 30 days after the time an informal dispute resolution is initiated, Merchant agrees that any disputes or claims between it and Uone, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in the city of Vancouver, British Columbia and administered by the Vancouver International Arbitration Centre (“VAIC”). The arbitration shall be commenced and conducted in accordance with VAIC’s International Arbitration Rules (the “Rules”), unless Uone decides otherwise in its sole discretion. Merchant’s arbitration fees and share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules. By agreeing to arbitration, Merchant understands that it is waiving the right to sue in court or have a jury trial for all claims, except as limited by applicable law.

General

• Updates. Uone reserves the right, in its sole discretion, to modify this Agreement at any time (each, an “Update”) and shall make each Update available through the Website and through email notification. You are deemed to accept an Update by continuing to use the Service. Unless Uone states otherwise, an Update is automatically effective 30 days after posting on the Website, except in such case where an Update is immaterial to any of your legal rights or legal obligations of Uone and such Update is made only to correct a typographical, formatting or grammar inaccuracy, and in such case, an Update is effective immediately after posting on the Website.
• Governing Law. The Agreement shall be governed by and construed in accordance with the applicable laws of the State of British Columbia and the federal laws of Canada, without reference to principles of conflicts of laws, and courts in Vancouver, British Columbia will have exclusive jurisdiction to hear any proceedings related to this Agreement and to which the parties irrevocably attorn to the jurisdiction of.
• No Joint Relationship/Independent Contractor Relationship. Nothing in the Agreement shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between Merchant and Company, unless expressly provided for in a separate written agreement between Merchant and Company incorporating terms of the Agreement.
• Export and Sanctions Compliance. U.S. and foreign export control laws regulate the export and re-export of technology originating in the United States and other foreign countries. Merchant agrees to abide by all export control laws and regulations as applicable and shall not transfer, directly or indirectly, by electronic transmission or otherwise, the Service from any countries or foreign nations in violation of such laws or regulations or to such foreign nations subject to sanctions or other international trade restrictions. Merchant shall comply with the export laws and regulations of the applicable jurisdictions in which Merchant provides, accesses or uses the Service.
• Notice. Any notice required by the Agreement shall be given by email to Uone at [email protected] and by Uone to you at the email address you provide to Uone, as updated on one or more occasions, such notice deemed received upon sending.
• Limitation Period. Any cause of action arising out of or related to the Agreement or the Service must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.
• Promotional Rights. Merchant hereby grants Uone a limited, non-exclusive, fully-paid, royalty free and revocable license to list Merchant’s name and include Merchant’s logo, among a selection of other Uone clients, on Uone’s Public Site and in other marketing or promotional materials of Uone (including but not limited to posting on Uone’s social media accounts), pursuant to Merchant’s reasonable branding or logo usage guidelines provided to Uone in writing. Uone shall only use Merchant’s logo and name where prior written permission has been provided by Merchant and not subsequently revoked. 
• Assignment. Uone may assign this Agreement at any time, in whole or in part, upon written notice to Merchant. Merchant may not assign this Agreement without the prior written consent of Uone. 
• Entire Agreement. This Agreement, including these terms, the Privacy Policy, any applicable Uone published terms and policies, and any other agreement between Uone and Merchant contains the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all related prior understandings, representations, warranties, and agreements (oral or written). In the event of a conflict or inconsistency between this Agreement and any applicable terms or published policies, this Agreement shall prevail.
• Force Majeure. Except with respect to the Merchant’s obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.
• Severability, Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof.
• Currency. Unless otherwise stated, all references to sum of money or fees in the Agreement, Subscription or Public Site are expressed in lawful money of Canada and $ refers to CAD. 
• Survival. Sections 5, 6.3, 6.4 and 7 through 13, survive termination of this Agreement. 
• Counterpart Signature / Electronic Delivery. This Agreement may be executed electronically and in counterparts. Each counterpart is deemed to be an original and, collectively, deemed to be the same instrument.