UNIVERSE PROJECTS INC. TERMS OF SERVICE Last revised: July 30, 2018 1. DESCRIPTION OF SERVICES AND LIMITED LICENSE TO USE SERVICES 2. ACCOUNT 3. USE OF SERVICES AND RULES OF CONDUCT 4. MINORS 5. INTELLECTUAL PROPERTY RIGHTS 6. USER GENERATED CONTENT ("UGC") 7. REPORTING OF UNLAWFUL CONTENT 8. CHAT, FORUMS AND DISCUSSION AREAS PROVIDED BY THE SERVICES 10. BETA TESTS 11. LIABILITY, GUARANTEE AND COMPENSATION 12. INDEMNIFICATION 13. TERMINATION 14. UPDATING OF SERVICES AND TERMS 15. PRIVACY POLICY 16. IN-GAME CURRENCY, VIRTUAL ITEMS, TRADES AND TAXES. 17. APPLICABLE LAW; JURISDICTION; DISPUTE RESOLUTION 18. SOFTWARE, UTILITIES AND TOOLS 19. SPECIFIC TERMS FOR COMPATIBLE MOBILE TERMINALS 20. THIRD PARTY PROVIDERS 21. MISCELLANEOUS PLEASE READ THESE TERMS OF USE CAREFULLY 1. DESCRIPTION OF SERVICES AND LIMITED LICENSE TO USE SERVICES These Terms of Service (the "Terms") set out the agreement between Universe Projects Inc., its subsidiary or affiliated companies ("UP", "we", "us"), and each customer or user ("you", "your" or "user"). The Terms govern your use of UP's computer, browser, online and mobile games, applications and services, including the websites, mobile sites (collectively "websites"), servers, software and network (collectively, the "Services"). UP's Privacy Policy is integrated into these Terms by reference. You acknowledge that you have understood, read, and accepted UP's Privacy Policy available at https://www.universeprojects.com/privacy. You shall also be subject to any applicable rules, guidelines, policies and other terms (including without limitation "in-game rules") on our websites from time to time and available through the Services. All such rules, guidelines or policies are incorporated by reference into these Terms as amended from time to time. Using any or all of our Services indicates that you understand and accept these Terms, the UP Privacy Policy, and other applicable terms including sale terms, licence agreements, or in-game rules, and that you agree to comply with them. If you do not agree, please do not use the Services or websites. UP reserves the absolute right to change, modify, add, or delete clauses in these Terms at any time. The "Last Updated" date set out in these Terms indicates when the latest changes were made. By continuing to access the Services and websites, you are agreeing to such changes. The Services are for individual and non-commercial purposes only. You may not sell or exchange anything you copy from the Services. Unless you breach a term in this Agreement, UP grants you a personal, non-exclusive, non-transferable, limited right to use, perform, and display the Services. You agree not to interrupt or disrupt the operation of the Services, or attempt to do anything similar, in any way. 2. ACCOUNT To access certain functions of the Services you may need to create an account with UP for a specific UP game or website (the "Account"). To create an Account, you must provide an e-mail address and personal information. By signing up, you certify that you have attained the age of majority in your jurisdiction. Certain Services or games may require the creation of a "username", "avatar", or other personal identifier. Unless specifically permitted by UP, you agree not to create multiple Accounts, and that you will immediately close and stop using any Account upon UP's request. You agree that your username or personal identifier may be used or publicly displayed. UP may refuse to register, prohibit, suspend, or cancel, a username or Account if the username is inappropriate, vulgar, offensive, or otherwise unsuitable for the use of the Services. You acknowledge that UP reserves the right, at its sole and absolute discretion, to determine what is inappropriate, vulgar, offensive, or otherwise unsuitable for the use of the Services. You are solely responsible for keeping your Account and any User identifications, passwords, or other security devices (collectively "Password") secure and up-to-date. We are not responsible for any losses or damages arising from the unauthorized use of your Account. We reserve the right to suspend or terminate your access to the Services and change or require you to change your Password. If any of your personal information changes, including but not limited to your username, e-mail address, and billing address, you agree to notify UP in writing within thirty (30) days of such change. You agree to provide accurate, up-to-date personal information, in the registration process. UP is entitled to rely on your representation that the information you provide is true, accurate, and complete. You shall not represent your identity or an affiliation with any other person or entity in an inaccurate way or falsely claim to be any other person or entity by providing false information or the personal information of another person or entity during the registration process that you are not authorized to use. You acknowledge and accept that UP may check the accuracy of the information you provide in any way we deem necessary and appropriate. To protect other Users and prevent fraudulent activity, you agree to send any necessary authorizations and documents to UP on request by e-mail. UP will not ask you for personal information that is sensitive in nature including your health or financial information. If you receive communications purporting to be from UP requesting your health or financial information, contact UP immediately by emailing support@universeprojects.com and before sending any such information. If UP has reasonably suspects that the information is false, inaccurate, outdated or incomplete, UP reserves the right, at its sole and absolute discretion, to suspend or terminate your Account, and prohibit your use of the Services. You agree to inform UP immediately of any unauthorized use of your username or Password or of any other security violation concerning or involving the Services that comes to your attention by emailing support@universeprojects.com. 3. USE OF SERVICES AND RULES OF CONDUCT The Services are intended for personal and non-commercial use only. UP's content in question includes but is not limited to all text, graphics, music or sounds, all messages or items of information, fictional characters, names, themes, objects, scenery, costumes, effects, dialogues, slogans, places, characters, diagrams, concepts, choreographies, videos, audio-visual effects, domain names and any other elements which are part of the Services, individually or in combination, together with all related Intellectual Property Rights in the above (collectively, the "Content"). You agree to comply at all times and throughout your use of the Services (i) with the applicable national and international laws and regulations in force, and (ii) with these Terms. YOU WARRANT AND GUARANTEE THAT YOU WILL NOT USE THE SERVICES AND CONTENT FOR UNLAWFUL OR IMMORAL PURPOSES OR FOR PURPOSES CONTRARY TO THE USE OF THE SERVICE AND CONTENT AS SET OUT HEREIN. Use of the Services does not include supply by UP of any software, third party subscriptions or software such as Steam (Valve Corporation), hardware, computer, mobile or hand-held device, tablet or slate computer, equipment or service necessary for their use. To use the Services, you must have your own means of telecommunication, Internet access, and you must acquire your own third party subscriptions or software if required. You agree to use the Services only for purposes set out in these Terms, and that you are responsible for your use of the Services. More particularly, YOU AGREE NOT TO, DIRECTLY OR INDIRECTLY: manipulate or inflate usage of the Services. engage in deceptive or misleading practices. abuse or harass others, including stalking behavior. take any action, or upload, post, stream, or transmit any content, language, images or sounds in any forum, communication, public profile, or other publicly viewable areas or in the creation of any Account that UP finds, in its sole and absolute discretion, offensive, hateful, inappropriate or vulgar. This includes any content or communication that UP deems racially, ethnically, religiously or sexually offensive, libelous, defaming, threatening, bullying or akin to stalking. organize hate groups. upload, post, stream, or transmit any content that contains any viruses, worms, spyware, time bombs, or other computer programs that may damage, interfere with, or disrupt the Services. use, make, or distribute unauthorized software or hardware, including Non-Licensed Peripherals and cheat code software or devices that circumvent any security features or limitations included on any software or devices, in conjunction with the Services, or take or use any data from the Services to design, develop or update unauthorized software or hardware. modify or attempt to modify the online client, disc, save file, server, client-server communication, or other parts of any game title, or content. cause disruption to or modify or damage any Account, system, hardware, software, or network connected to or provided by the Services for any reason, including to gain an unfair advantage in a game. attempt to hack or reverse engineer any code or equipment used in connection with the Services, including "bot", "hack", "mod", "trainer", or "crack", or otherwise attempt to circumvent any access control, copyright protection or license-enforcement mechanisms associated with or related to the Services. take any action that UP considers to be disruptive to the normal flow of chat or gameplay, including uploading, posting, streaming, or transmitting any unsolicited or unauthorized material, including junk mail, spam, excessive mail or chain letters. introduce content that is commercial in nature such as advertisements, solicitations, promotions and links to web sites. introduce content that could be harmful to UP or its licensors, or players, such as any code or virus that may damage, alter or change any property or interfere with the use of property or the Services. upload, post, stream, access, or transmit any content that you know or should have known to be infringing, or that violates, any third party rights, any law or regulation, or contractual or fiduciary obligations. impersonate any person, including UP, or third-party employee. provide UP or any third-party company with false or inaccurate information, including reporting false complaints to our or our affiliates' consumer services or providing false or inaccurate information during Account registration. sell, buy, trade, or transfer your Account or any personal access to the Services through any means or method, including by use of web sites. cheat, exploit or use any bugs, glitches, vulnerabilities or unintentional game mechanics in the Services or any of its products or services to obtain an unfair advantage. conduct any activities that violate any local, state or federal laws, including copyright or trademark infringement, defamation, invasion of privacy, identity theft, hacking, stalking, fraud, stealing or using without purchasing, where payment is required, any content or service and distributing counterfeit software or Accounts. sell, rent, lease, loan, sublicense, modify, adapt, arrange, translate, reverse engineer, decompile, or disassemble any portion of the Content, Materials, software or property of UP. reproduce or transfer any portion of the Content, Materials, software or property of UP, or use such for purposes of resale, public performance, display, distribution or broadcast, except as stated in this agreement or as expressly permitted by us. create any derivative works, attempt to create the source code from the object code, or download or use any Content, Materials, software or property of UP for any purpose other than as expressly permitted. bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the Services, or any of the content or services offered through the Services. circumvent security or technical features that will prevent use of content or services in violation of this agreement without a legal right to do so. You acknowledge that UP shall not be liable for, and does not support, approve or sanction the opinions or advice displayed by or sent by Users on the Services, in any public forum, chat box, or other online or offline platform. You understand that you may be exposed to User Generated Content ("UGC") that is offensive, indecent, objectionable or inappropriate. UP makes no representations or warranties, express or implied, as to the UGC or the accuracy and reliability of the UGC or any other material that you may access through the Services. You agree that you must bear all risks associated with the use of any UGC including any reliance on the accuracy, completeness, or usefulness of such UGC and determine whether the UGC is reliable. UP reserves the absolute right to remove any content or UGC, from the Services at any time, without any notice and for any reason. You are solely responsible for your interactions with other Users. UP reserves the absolute right, but has no obligation to, monitor disputes between Users of the Services on UP's chat or forums. UP does not agree to monitor or remove the content, messages and other information made available on the Services by its Users but reserves the right to review content placed on line. UP reserves the right to suspend or terminate your access to the Services if UP determines, at its absolute and sole discretion, that doing so is prudent to ensure the enjoyment of the Services of the majority of Users and compliance with these Terms. UP reserves the absolute right to impose additional rules of conduct and to place limits on the use of the Services. UP may, for example, define: a maximum number of days for which messages or any other downloaded Content will be stored within the framework of the Services; a maximum number or volume of messages which can be sent or received by an Account opened on the Services; a maximum memory capacity which will be allocated by our servers for your Account; and a maximum number of times you may access the Services, together with a maximum duration for each access during a given period. 4. MINORS If you are a minor (person who has not attained age of majority) in your jurisdiction, you represent that you have obtained the legal consent of your parent or legal guardian to agree to these Terms, submit content, and fulfill the obligations set forth in these Terms. You further represent that your parent or legal guardian has read and understood the Privacy Policy and consents to the collection of your personal information. UP's policies relating to the treatment of personal information is further described in our Privacy Policy https://www.universeprojects.com/privacy. In all cases, use of the Services by minors must take place under the responsibility of their parents or legal guardians and any use of the Services is assumed to have been validated by them. UP SHALL NOT BE LIABLE FOR ANY ACTIVITIES THAT MAY BE CONDUCTED BY MINORS WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS. IF YOU ARE A PARENT OR LEGAL GUARDIAN AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO REGISTER FOR ANY OF THE SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF THE SERVICES BY YOUR CHILD. 5. INTELLECTUAL PROPERTY RIGHTS You acknowledge that all materials on the Services, including the Services' design, graphics, text, sounds, pictures, software, other files and the selection and arrangement thereof (collectively, "Materials") are the property of UP, and its licensors, and are subject to and protected by Canadian copyright and other intellectual property laws and rights. You will not obtain any ownership interest in the Materials or the Services through these Terms or otherwise. All rights to Materials not expressly granted in these Terms are reserved to their respective copyright owners. Except as expressly authorized by these Terms or on the Services, you may not: copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means; remove any copyright, trademark or other proprietary notices from any portion of the Materials or Services; distribute, license, lease, sell, resell, transfer, or otherwise exploit the Services; decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; link to, mirror or frame any portion of the Services; cause or launch any programs or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; without the prior written authorization of UP or the respective copyright owner, which may be granted at their sole and absolute discretion. The trademarks, services marks, trade names, trade dress and logos (collectively, "Marks") contained or described on the Services and any Marks associated with any products available on the Services) are the sole property of UP and/or its licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of UP and/or its licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of UP and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of UP. UP will enforce its intellectual property rights to the fullest extent of the law. UP makes no representations that the Services, Materials or other UP products are appropriate or available for use in jurisdictions outside Canada and the United States, or that these Terms comply with the laws of any other country. Users who reside outside Canada and the United States use the Services on their own initiative and are responsible for compliance with all applicable laws. You agree that you will not access the Services from any place where its contents are illegal, and that you, and not UP, are responsible for compliance with applicable local laws. 6. USER GENERATED CONTENT ("UGC") UP allows users to create UGC of original content or Materials and/or tools made available to you by UP in certain Services, and publish this UGC via the Services. If you create UGC, you agree to comply with the clauses of these Terms at all times during and after the creation of this UGC. The Terms will survive any termination of your Account or of these Terms. You understand that all UGC is your sole responsibility. UP cannot guarantee that other Users will not misuse the UGC that you share. If you have any UGC that you would like to keep confidential and/or do not want others to use, do not post it to the Services, chats or forums. UNDER NO CIRCUMSTANCES WILL UP BE LIABLE IN ANY WAY FOR ANY UGC, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY UGC, OR FOR ANY LOSS OR DAMAGE OF ANY KIND AS A RESULT OF THE USE OF ANY UGC POSTED OR OTHERWISE TRANSMITTED VIA THE SERVICES. UP IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY UGC YOU POST TO THE SERVICES. You accept the fact that UGC may be created using tools and/or on the basis of Materials belonging to UP, such as, without limitation, titles, fictional characters, names, themes, objects, scenery, costumes, effects, texts, dialogues, slogans, places, characters, diagrams, concepts, designs, graphics, animations, sounds, musical compositions, choreographies and other performances, videos, audiovisual effects, user-friendly features and any other element of a game or Services ("User Materials"). User Materials includes content created using the Materials or tools, such as User Generated Content created with the Materials. If you do use any of the Materials to create any content, all of the Materials and any User Materials will be solely owned by UP. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. You agree to transfer irrevocably to UP, free of charge, all rights of use you may have over the User Materials created by you, including but not limited to, rights over trademark, patent, commercial secrets, copyright, neighbouring rights and rights of publicity therein. UP may benefit freely from the following rights, including the right to reproduce, broadcast, incorporate into other products, modify, exploit, make publicly accessible, permanently or temporarily, for commercial or non-commercial purposes, in whole or in part, any and all User Materials created by you or provided to UP by you that you represent is your property and User Material. This transfer of rights is granted on a worldwide basis and for the period of protection of each User Materials by the applicable legislation. UP, or any outside party who was transferred rights to User Materials, may file or register any application for intellectual property rights relating to the User Materials in its own name, for all countries in the world. The User agrees to sign, supply, or facilitate the execution of any necessary documents requested by UP for the transfer of rights to UP, and to provide all necessary assistance to UP to complete such transfer. If a competent court ruling that all or some of the rights concerning the User Materials created by you cannot be validly transferred to UP as described above, you hereby grant to UP, free of charge, permanently or for the whole legal period of protection of the User Materials under intellectual property rights, an irrevocable and transferable right of use, reproduction, representation, modification, display, distribution and, in general, exploitation of the User Materials as stipulated in this these Terms, by any means, on all known or as yet unknown media, for all purposes and on a worldwide basis, without your necessarily being mentioned as the source of this User Materials, given the technical or operational constraints. You agree to grant free of charge to other Users of the Services and games concerned, permanently or for the whole legal period of protection of the User Materials under intellectual property rights, a non-exclusive irrevocable right to use the User Materials you have created and published, for the purposes of the products and services offered by UP, throughout the world and within the limits permitted by UP, and in particular to access, display, copy, adapt and modify said User Materials and create derivative works within the framework of the Services. This license will survive termination of the licence that UP grants to you to use the Services and or of these Terms. By posting any UGC you create independently from pre-existing UP content ("Original UGC") at the Services, you hereby grant UP a royalty-free, fully paid up, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from including but not limited to merchandising products, distribute, perform, edit and display such Original UGC (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for any reason, including but not limited to, entertainment, information, advertising, promotion, and marketing of all UP Services or products, for commercial or advertising purposes (hereinafter referred to as the "UGC license"). It is agreed that the Original UGC license entails the granting of a license for all rights in the Original UGC including but not limited to trademark, patent, commercial secrets, copyright, neighboring rights and rights of publicity. You specifically waive any "moral rights" in and to the Original UGC. The foregoing grants includes, without limitation, any copyrights, neighboring rights and other intellectual property rights in and to your Original UGC. You represent and warrant that: you own the Original UGC posted by you on or through the Services or otherwise have the right to grant the license set forth these Terms; and the posting of your Original UGC on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Original UGC you posted to or through the Services. If UGC that you create and publish reproduces your image, you acknowledge that UP has a right to use your image as part of the Services for the whole duration of the Services concerned. You agree to UGC reproducing your image being used by UP as set out in these Terms. If the UGC you publish on the Services features the image of any person other than yourself, you warrant that you have received the permission of the relevant person for the use of his/her image by UP in accordance with these Terms, and you agree to indemnify UP for any losses which UP may incur in the event of a well-founded complaint, action or claim by any third party concerning the use by UP of a third party's image, derived from UGC that you create and/or publish. You acknowledge and agree UP may preserve any UGC and may also disclose UGC if required by law or in the good faith belief that such preservation or disclosure is reasonably necessary. You understand that the technical processing and transmission of the Services, including your UGC, may involve: transmissions over various networks; and changes to confirm and adapt to technical requirements connecting networks or devices. You agree to each of the conditions in these Terms and further agree that each of these conditions applies forever and broadly with regard to UP. Posting of UGC to or through the Services, including ideas or disclosures of opinions, is voluntary on your part. No confidential or additional contractual relationship is established by your posting of UGC or is to be implied by our review or subsequent use of your UGC. UP shall not be liable for any disclosure of any UGC, including opinion(s) or suggestion(s), you post to or through the Services. UP SHALL BE ENTITLED TO UNRESTRICTED USE OF ANY UGC IT MAY RECEIVE FROM YOU AT OR THROUGH THE SERVICES, FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO YOU AS PROVIDER OF THE UGC. UP may store UGC indefinitely. UP has no obligation to store UGC or make it available to you in the future. 7. REPORTING OF UNLAWFUL CONTENT If you feel that any content made available on the Services by Users does not comply with these Terms, you may report this to UP by sending an e-mail or a letter to the following address. Email Address: support@universeprojects.com; UP reserves the right to act as it deems appropriate, entirely at its own discretion; ask you to cease to use any content which it believes to be contrary to the provisions of the Terms; and delete or deactivate the content in question. If UP deletes or deactivates any content published which is considered to be manifestly unlawful and contrary to these Terms, UP reserves the right to suspend or delete your Account, in accordance with these Terms. 8. CHAT, FORUMS AND DISCUSSION AREAS PROVIDED BY THE SERVICES The Services may contain chat consoles, forums, message boards, information groups or other types of online discussion areas (collectively known as "Forums") which are not moderated, with the result that your messages are not checked before being displayed on UP's websites. When you use these Services, your username and your messages will be public and accessible by any Internet user who visits or accesses the Services. You send your messages at your own risk. You have sole responsibility for their submission, publication and dissemination. You agree to comply with all the rules of conduct stipulated in these Terms, and not to: restrict or prevent use of the Forum by any other User of the Services; place online or reveal via the Services any real personal information concerning a player; place online or reveal information which is not generally related to the designated topic or theme of the public Forum in question; place online or reveal information which is inappropriate or disrespectful of the usual or targeted Users of the Forum. UP reserves the right to contact you to obtain further information on the messages you have disseminated, in particular to check that you are entitled to disseminate them and/or that you are the owner of the elements (text, words, images, sounds, videos, etc.) which they contain. IN ALL CASES, UP is in usual circumstances not responsible towards a User for and does not endorse the opinions, advice and/or recommendations displayed or sent by Users on the Services, notably in any public forum, and declines any responsibility in this regard. 10. BETA TESTS UP may, entirely at its own discretion, contact you to propose that you test, evaluate or comment on one or more games and Services before they are launched, to identify bugs and errors and/or improve them ("Beta Test"). If you have agreed or already participating in UP's Beta Tests, you may be required to sign a confidentiality agreement for each Beta Test. The obligation of confidentiality remains applicable until UP officially distributes the games or Services, or discloses them in any other way, without this being attributable to you. You may be asked to inform UP of your reactions and suggestions following the Beta Test. All comments, feedback, suggestions, ideas, criticisms and other data (collectively referred to as the "Comments") passed on, disclosed or offered to UP in the course of the Beta Tests will be the exclusive property of UP. You agree not to make your Comments accessible by any means or process to any outside party other than UP. You acknowledge that UP may use, sell, promote and exploit the Comments in any way, without restriction and without compensation to you. You agree and accept that the Contents which are supplied to you are highly confidential and/or exclusive information belonging to UP. You must make sure that no Content can be made available to or accessed by minors. You acknowledge that UP may protect certain Contents by incorporating technical protection measures in them to prevent any unlawful reproduction or modification of the Contents. Beta versions of games and more generally any Contents are supplied to you "as is" and "according to availability" without any explicit or implicit guarantee of any kind. You play on a beta version at your own risk. You accept that (i) the games may include known or unknown bugs or errors and that (ii) your progress and your data in the game may be erased at any time. You agree that violation of your obligations under these Terms would cause UP irreparable damage and that UP is entitled to take any action to prevent any breach or risk of a breach of your obligations or to obtain compensation for the damage it has incurred, without prejudice to the right to terminate your Account. At the end of the test period, or at any time when UP asks you to do so, you agree to return immediately all Contents, or material related to the Beta Test, received by you from UP. Nothing in these Terms may be interpreted as giving you any right or privilege regarding the Contents. All of the Terms apply to the use you make of the games during the beta test phase. 11. LIABILITY, GUARANTEE AND COMPENSATION YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES AND GAMES IS AT YOUR OWN RISK. THE SERVICES ARE SUPPLIED ON AN "AS IS" OR "AS AVAILABLE" BASIS. UP, ITS SUBSIDIARIES, OTHER AFFILIATED COMPANIES AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UP DOES NOT GUARANTEE, AND MAKES NO COMMITMENT OR WARRANTY, CONCERNING THE USE OF THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CONFORMITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY ETC. WITHIN THE LIMITS AUTHORIZED BY APPLICABLE LAW, UP DECLINES TO OFFER ANY GUARANTEE CONCERNING THE MARKET VALUE OF THE SERVICES AND GAMES, YOUR SATISFACTION OR THE SUITABILITY OF THE SERVICES OR GAMES FOR ANY SPECIFIC USE. UP OFFERS NO GUARANTEE THAT THE SERVICES AND GAMES, INCLUDING THE SERVERS AND SOFTWARE NECESSARY FOR THEIR OPERATION WILL BE SECURE, FREE OF INTERRUPTION OR ERRORS, BUGS, VIRUSES OR HARMFUL ELEMENTS, OR THAT ERRORS, BUGS, VIRUSES OR HARMFUL ELEMENTS WILL BE CORRECTED. LASTLY, UP OFFERS NO GUARANTEE THAT THE INFORMATION, CONTENTS AND/OR ELEMENTS ACCESSIBLE VIA THE SERVICES AND GAMES ARE ACCURATE, COMPLETE OR UP TO DATE. UP DOES NOT CHECK THE CONTENT, OR UGC, OR THE WORDS THAT ANY USERS PUBLISH VIA THE SERVICES, OR YOUR ACTIONS ON OR RELATED TO THE SERVICES. UP OFFERS NO GUARANTEE AND ACCEPTS NO RESPONSIBILITY TO YOU WITH REGARD TO THE ACTIONS OF ANY USERS OF THE SERVICES. LASTLY, UP MAY NOT BE HELD RESPONSIBLE FOR THE PRODUCTS OR SERVICES OF A THIRD PARTY COMPANY PURCHASED ON THROUGH THE SERVICES. UP DOES NOT OFFER ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING SUCH PRODUCTS OR SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU WILL BEAR ALL COSTS AND ALL RISKS, INCLUDING MAINTENANCE, REPAIR, CORRECTION, TIME AND EFFORT LOST, LOSS OF DATA, ERRORS OR LOSS OF COMMERCIAL OR OTHER INFORMATION RESULTING FROM THE USE OF THE SERVICES. YOU WILL BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED TO UP, ITS PARTNERS, OTHER USERS OF THE GAMES AND SERVICES OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AS A RESULT OF YOUR USE OF ALL OR PART OF THE SERVICES AND/OR GAMES IN VIOLATION OF THE LAW OR OF YOUR OBLIGATIONS AS STIPULATED IN THESE TERMS. UP MAY IN NO CASE BE HELD LIABLE FOR PAYMENT TO YOU OF ANY SUM OR ANY DAMAGES AS A RESULT OF YOUR BEING UNABLE TO USE ALL OR PART OF THE SERVICES. IN NO CASE MAY UP BE HELD RESPONSIBLE FOR ANY DIRECT, INDIRECT, ACCIDENTAL, INCIDENTAL OR OTHER DAMAGES RESULTING FROM THE USE OR IMPOSSIBILITY OF USING THE SERVICES AND GAMES, EVEN IF UP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (V) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UP AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN THE EVENT OF A BREACH OF YOUR CONTRACTUAL OBLIGATIONS, UP RESERVES THE RIGHT (i) TO DELETE OR SUSPEND YOUR ACCOUNT AND TERMINATE YOUR LICENSE FOR USE OF THE GAMES AND SERVICES AND (ii) TO TAKE LEGAL ACTION ON GROUNDS OF CIVIL OR CRIMINAL RESPONSIBILITY IN ORDER TO HALT THE VIOLATION AND OBTAIN COMPENSATION FOR ITS LOSSES. WITHOUT LIMITATION, UP RESERVES THE RIGHT TO PROSECUTE ANY INDIVIDUAL OR ENTITY WHO HAS DELIBERATELY DAMAGED OR ATTEMPTED TO DAMAGE THE SERVICES OR DISRUPTED THE FUNCTIONING OF THE SERVICES OR PROVIDED ASSISTANCE FOR SO DOING. UP RESERVES THE RIGHT TO TERMINATE ALL OR PART OF THE AVAILABLE SERVICES AT ANY TIME, WITHOUT PRIOR NOTICE. IN THE EVENT YOU (i) CEASE TO USE THE SERVICES AND TERMINATE YOUR ACCOUNT AND, (ii) TAKE LEGAL ACTION TO OBTAIN COMPENSATION FOR YOUR LOSSES; THE LIABILITY OF UP, INCLUDING ITS EMPLOYEES, MANAGERS OR DIRECTORS, TO YOU MAY NOT EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. 12. INDEMNIFICATION You agree to defend and indemnify UP against all liabilities, claims and damages and all costs, including lawyers' fees, following and/or resulting from a violation of these Terms for which you are responsible, or related to your transmission of UGC on the Services or via the Services, your breach of these Terms, your infringement, or violation of any rights of another, the termination of your account, or more generally, your use of the Services or behavior on the Services or any activity by your Account. Without limiting the generality of the foregoing, you agree to indemnify UP and hold it harmless in the event of inappropriate or illegal use of your Account, including in the event of illegal or inappropriate use by someone you have authorized to use your Account. You agree to be held personally responsible for your use of the Services and for all activities on or related to the Services. Notwithstanding the above, UP reserves the right to conduct the defense in and control of any cases. These provisions remain valid and in force after termination of these Terms or of your Account. 13. TERMINATION These Terms are effective unless and until terminated by either you or UP. UP may terminate at any time or without notice deny you access to the Services, for any reason. Upon any termination of the Terms, you must promptly uninstall any computer or mobile applications and destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials downloaded or otherwise obtained from the Services, and all copies of such materials, whether made under the Terms or otherwise, unless otherwise directed by UP. Additionally, upon termination, all achievements, virtual items, virtual currency, or any other in-game asset or item with outside-game value, that you have acquired may, in our sole discretion, be forfeited. You have no property rights in any achievements, virtual items, virtual currency, or any other in-game asset or item with outside-game value. UP may suspend or terminate your Account and/or prohibit you from using one or more Services or part of the Services, at any time, automatically and without any judicial formality for the following reasons: you falsely claim to be any other person or entity; you do not comply with these Terms; you are in breach of your contractual obligations; you infringe a third party's copyrights; you behave inappropriately on the Services, including, without limitation, on the Forums; or for any other reason. If you have more than one Account, UP reserves the right to delete all the Accounts you have opened. You may terminate your Account at any time by contacting UP at support@universeprojects.com. If you do not accept these Terms, you may not use the Services and you must send UP a request to terminate your Account. In the event of termination or suspension of your Account, you will lose, and UP may delete, your profile and the related information you have passed on to UP, together with any UGC you may have published, uploaded or made available on the Services, notably, without limitation, your User names and avatars. However, UP reserves the right to store such Content on its servers for a reasonable period of time. In the event of termination of your Account, you must immediately cease all use of the Services and destroy any related documentation on any medium. You also must promptly uninstall any Applications. You will not be able to participate in the Service(s) again without UP's express permission. To benefit from the Services again, please contact us at support@universeprojects.com. All achievements, virtual items, virtual currency, or any other in-game asset or item with outside-game value, that you have acquired may, in our sole discretion, be terminated or forfeited. You have no property rights in any achievements, virtual items, virtual currency, or any other in-game asset or item with outside-game value. Articles 2, 6, 9, 10, 11, 12, 13, 16, 17, 19, and 20 shall survive the termination of these Terms. 14. UPDATING OF SERVICES AND TERMS UP reserves the right to change, modify, add or delete the clauses of these Terms and other notices, at any time, temporarily or permanently and entirely at its own discretion. Any change, modification, addition or deletion will be effective upon notice to you or publication on the UP website. If you do not agree to the changes made to these Terms, you may close your Account and cease your use of the Services. You agree to check any modifications regularly and to comply with them fully. Any use of the Services subsequent to updates and/or modifications implies acceptance of the Terms thus updated and modified. UP may modify the Content for any reason or without any specific reason, at any time, particularly for technical reasons including carrying out updates, maintenance operations, and resets, to improve and optimize the Services. You accept and acknowledge that any such technical operations may affect the games, the Services and/or your acquired rights or any other related element, or result in in-game setbacks or losses for you. UP reserves the right to (a) restrict access to all or part of the Services for any User and/or (b) delete all or part of the Services, entirely at its own discretion. UP shall not be liable to you for any setbacks or losses resulting from updates, maintenance operations, and resets, affecting the games or Services. UP reserves the right, entirely at its own discretion, to make supplementary content available to all subscribers in the form of updates. 15. PRIVACY POLICY Use of the Services is subject to the terms of our Privacy Policy accessible at https://www.universeprojects.com/privacy, which is incorporated by reference and supplemental to these Terms. If you are using our Services in North America, you acknowledge that you have read and agree to be bound by the terms of our Privacy Policy. We reserve the right, and you authorize us, to collect, use, retain, disclose or destroy information regarding your use of the Services, account registration, and any other personal information provided by you in accordance with our Privacy Policy. You further acknowledge and agree that any disputes related to the Privacy Policy will be subject to the limitations on liability, dispute resolution and arbitration provisions contained in these Terms. 16. IN-GAME CURRENCY, VIRTUAL ITEMS, TRADES AND TAXES. Within certain Services, UP may offer you the possibility of purchasing in-game virtual currency or additional content such as in-game items, customization elements, maps, building accelerations, avatars, which can be used to maximize your experience within the game or within the application. You must have an Account to be able to purchase and use such in-game currency or additional content. We reserve the right to modify the Terms or eliminate any or all of the in-game currency, etc., at any time entirely at our discretion. YOU ACKNOWLEDGE THAT UP IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED IN-GAME CURRENCY OR VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY. UP may also offer to you through the Services the possibility of transacting trades or purchase events with other users for in-game items, virtual currency, or additional content. UP reserves the right to deny any such transactions or trade if UP reasonably suspects that the transaction is in any way fraudulent or is inconsistent with the provisions of these Terms. UP reserves the right to investigate any and all transactions or trades between users to ensure that such transaction or trade does not contravene these Terms in any way. In the event that UP determines the transaction or trade is in any way fraudulent or in contravention of these Terms, UP reserves the right, in its sole and absolute discretion, to suspend or terminate the Account(s) of the users or players who are involved in such transaction or trade. To report any problems related to transactions or trades, please contact support@universeprojects.com. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of the Services. 17. APPLICABLE LAW; JURISDICTION; DISPUTE RESOLUTION The Services are controlled and operated by UP from within Canada, with servers in the United States. UP makes no representations or warranties that the Content or Materials of the Services are appropriate or lawful in countries outside Canada and the United States, or that any items or applications offered for sale or download through links on the Services will be available outside Canada and the United States. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws. You may not use or export any content downloaded from the Service, or copies or adaptations thereof, in violation of any applicable laws or regulations. In the event of a dispute between you and UP, and you and UP cannot resolve the issue without a formal process (see below), you and UP agree to be bound by the procedure set forth in this Article to resolve any and all disputes between us. This Article shall be interpreted broadly and shall survive the termination of this Agreement. All disputes, claims or controversies arising out of or relating to this Agreement, any UP Service and its marketing, or the relationship between you and UP ("Disputes") shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into these Terms. The only Disputes not covered by this Article are claims (i) regarding the infringement, protection or validity of your, UP's or UP's licensors' trade secrets or copyright, trademark or patent rights; and (ii) brought in small claims court. You and UP shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. If you and UP cannot resolve a Dispute informally, you or UP may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by an arbitrator and under arbitration rules of UP's choice. The arbitration may be conducted in person in the City of Ottawa, Ontario, Canada; through the submission of documents; or by phone or online. The arbitrator(s) shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator(s) must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and UP may litigate in court in the City of Ottawa, Ontario, Canada to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment entered by the arbitrator. YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator(s) shall not consolidate another person's claims with your claims, and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If part of this Article is found to be unenforceable, then the entirety of this Article shall be null and void. You agree to submit to the personal jurisdiction of the courts of the City of Ottawa, Ontario, Canada, in order to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The formation, construction and interpretation of these Terms shall in all respects be governed by and construed in accordance with the laws of Canada and Province of Ontario. If the issue cannot be resolved, it is hereby agreed that any action at law or in equity arising under these Terms or your use of the Services shall be finally adjudicated or determined in any court or courts of the City of Ottawa, Province of Ontario or Canada, and the parties hereto hereby submit generally and unconditionally to the personal and exclusive jurisdiction and venue of these courts in respect to any such matter and consent to service of process by any means authorized by Ontario or Canadian law. 18. SOFTWARE, UTILITIES AND TOOLS UP reserves the right to optimize any one of its Services for any other resolution. The Services may ask you or enable you to download software, updates, patches and/or other utilities and tools supplied by UP or its licensors (referred to as the "Software") onto your computer or any other medium authorized by UP. UP grants you a personal, non-transferable and non-exclusive license enabling you to use this Software solely for the purposes of use of the Services, throughout the world and for the legal period of protection of the Software under intellectual property rights. UP may specify terms of use for this Software at the time at which it is made available to you. You are informed that computer developments are not compatible with all computer platforms and media and that the performances of the Software and the related Services may vary depending on your computer, mobile device, and other equipment. UP may from time to time supply you with updates or modifications of the Software. You acknowledge that certain updates and modifications may be necessary in order to be able to continue to use the Software and the Services. 19. SPECIFIC TERMS FOR COMPATIBLE MOBILE TERMINALS The expression "Compatible Device" designates any portable device capable of connecting to the Internet to access the Services. The term Compatible Mobile Device covers mobile devices, including but not limited to, phones, smartphones, tablets and their derivatives. UP allows its Users to access certain Services via their Compatible Device ("Mobile Services"). To access the Mobile Services, you must (i) have a Compatible Device, (ii) have the permission of the person who pays the bill for said Compatible Device, (iii) be provided with Internet access via your Compatible Device. UP shall not be responsible for any connection costs related to the use of a Compatible Device. UP may charge you fees to access any Mobile Services in whole or in part, including for in-game purchase and any micro transactions. IF YOU ARE NOT THE PERSON WHO PAYS THE BILL FOR YOUR COMPATIBLE DEVICE, YOU MUST OBTAIN THE PERMISSION OF THE PERSON WHO PAYS THE BILL BEFORE PURCHASING CONTENT ON UP'S MOBILE SERVICES. You acknowledge that the user comfort of the Mobile Services depends on the capacities, Services, quality display, and response time or access to certain functions of your Compatible Device and the capacities of the electronic communication network you use, and UP may not be held responsible for reduced user comfort on Mobile Services. Downloading, installing and use of certain Mobile Services supplied via your Compatible Device may be prohibited or restricted by your Internet service provider, and it is possible that the Mobile Services will not all function with all network service providers or devices. You must contact your Internet service provider to find out whether the Mobile Services are available for your device and what restrictions, if any, may apply to the use of said Services for mobile devices. 20. THIRD PARTY PROVIDERS Payments that take place on UP platforms are managed and confirmed by a third party. You understand that your third party public address will be made publicly visible whenever you engage in a payment on any UP platform. We neither own nor control the third parties providers, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the UP platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. If you elect to purchase, trade, or engage in in-game transactions or trades on UP platforms, with or from other users through the UP platforms, any financial transactions that you engage in will be conducted solely through the third party network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the UP platform, or any other transactions that you conduct via the third party network. Once the payments or transactions have been verified by UP, the in-game items or currency for which you have transacted with another user will appear on your Account. See Article 16. 21. MISCELLANEOUS The headings of the clauses are intended solely to facilitate reading and understanding of these Terms and may in no case allow any assumption to be made as to the content of the clauses and the way in which they may be interpreted. If any one of the clauses of the Terms proves to be unnecessary or irrelevant; is deemed null and void or unlawful, and/or for any reason to be unenforceable by a court of competent jurisdiction (i) such clause will be interpreted in compliance with the applicable legislation in such a way as to best reflect UP's initial intentions and (ii) the other clauses of these Terms will remain unchanged and will continue to apply as if the unnecessary, irrelevant, null and void or inapplicable provisions were no longer contained in the Terms. The fact that UP or the user does not exercise or assert any right or provision contained in these Terms, or is slow to exercise or assert it, may not be considered to constitute waiving of this right or provision. Waiver of one of the provisions of these Terms may be considered to have taken place only after signing of a written statement to this effect by UP or by the user. The Terms, including UP's Privacy Policy and all other policies incorporated herein, represent the entire agreement between you and UP concerning your rights and obligations as to the use of said Services and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of the Terms. Subject to applicable law, UP may not be held liable for circumstances beyond its reasonable control. In the interpretation of these Terms, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Any use of "including" or "such as" indicate a non-exhaustive list and implies "including but not limited to" or "without limitation" whether or not such words are present. These Terms can be accessed at any time at: https://www.universeprojects.com/tos. For any question concerning these Terms or the Services, you may contact UP by emailing support@universeprojects.com.