Updated as of March 9, 2023.

Welcome to the Uberflip Marketplace (the “Marketplace”) where You (as defined in the next paragraph below) can access, browse or deploy software applications, plugins and extensions (“Applications”) that are designed to interoperate with Uberflip’s offerings (“Uberflip Products”) in Your Uberflip account. These Uberflip Marketplace Terms of Use (“Terms of Use”) govern Your access to and use of the Uberflip Marketplace, content and resources, at https://marketplace.uberflip.com, and forms a legally binding agreement between You and Flyp Technologies Inc. d.b.a Uberflip (“Uberflip”). By deploying an Application, accessing or using the Marketplace, You indicate Your assent to be bound by these Terms of Use.

In these Terms of Use, “You” refers to the Uberflip customer who holds a license to use the Uberflip Offering (as defined in the Uberflip Terms) with which the Application will be enabled or used. A person using the Marketplace on behalf of an Uberflip customer is binding that Uberflip customer to these Terms of Use. You represent and warrant that You have the authority to bind the Uberflip customer to these Terms of Use and to deploy and integrate any Applications into Your account.

1. Use of Marketplace Applications.

1.1 Applications. Each Application listing will indicate whether there is a charge associated with the Application and the provider of the Application, which may be Uberflip (“Uberflip Applications”) or a third party (“Third Party Applications”). Third party providers are the creators and owners of Third Party Applications and are responsible for their own Applications. In using any Third Party Applications, Your usage of such Applications will be governed by the applicable third party’s terms of use, policies and other applicable terms specified by the third party (“Third Party Terms”) and You will be entering into the Third Party Terms directly with the third party. Where Uberflip is the provider of an Application, the Uberflip Services Agreement located at https://www.uberflip.com/legal/services-agreement/ will apply (Uberflip Terms), and in the event of a conflict between these Terms of Use and the Uberflip Terms, the Uberflip Terms will control as to each party’s responsibilities related to the Application itself, while these Terms of Use will control as to the access to and use of the Marketplace generally.

1.2 Support and Maintenance. Any support and maintenance for Third Party Applications will be provided by the applicable third party in accordance with the applicable Third Party Terms. Uberflip is not responsible for any support or maintenance for Third Party Applications. For Uberflip Applications, Uberflip will provide any support or maintenance in accordance with the Uberflip Terms.

2. Ownership and Reservation of Rights.

Except for the rights explicitly granted to You in these Terms of Use, the Uberflip Terms or Third Party Terms, all right, title and interest in the Marketplace are reserved by Uberflip, and all right, title and interest in the Applications are reserved and retained by the respective provider of the Applications. Applications are provided on a subscription basis, not sold, and You do not acquire any ownership rights in the Marketplace or Applications.

3. Your Responsibilities and Representations.

3.1 You represent and warrant that You will use the Marketplace and Applications in compliance with all applicable laws.

3.2 You must use the Marketplace and Applications in compliance with all requirements set forth in the Uberflip Terms, to the extent such would apply to the Marketplace and Applications. For clarity, the terms relating to customer responsibilities and restrictions will apply to Your use of the Marketplace and Applications.

4. Data Collection and Sharing.

4.1 If You deploy a Third Party Application, Uberflip may provide the third party provider with the information You provide in order to complete the transaction, which may include Your name, company name, address, email address and phone number. Any third party provider’s use of data is subject to the applicable Third Party Terms.

4.2 Any data that Uberflip collects from You, including data based on Your use of the Marketplace, Your transactions, or data received from third party providers on your behalf is subject to the Uberflip Privacy Policy. You authorize Uberflip to collect and use aggregated and de-identified data to improve and enhance the Marketplace, Uberflip Applications, marketing efforts and for other business purposes.

5. Review of Marketplace Applications.

Uberflip may introduce a review feature allowing You to publish reviews of Applications on the Marketplace. Should You choose to post a review, You acknowledge that Your review, name and profile information will be posted on the Marketplace. You hereby grant Uberflip a nonexclusive, worldwide, irrevocable, perpetual, transferable and sublicensable, fully paid-up, royalty-free license to use, distribute, reproduce, modify, attribute, adapt and publicly display Your review. Uberflip reserves the right, in its sole discretion and for any reason, to remove or edit any review or comment on the Marketplace. Uberflip reserves the right to remove any review, in its sole discretion.

6. Term and Termination.

6.1 Uberflip reserves the right to terminate Your rights hereunder in the following events: (i) for cause, upon Your failure to comply with the provisions of these Terms of Use; or (ii) if Uberflip, in its discretion, discontinues the Marketplace. Where termination is for cause, You must immediately cease to use the Marketplace and Uberflip may revoke your access to the Marketplace without notice to You and without refund of any purchases, where applicable.

6.2 Survival. The following Sections will survive termination or expiration of these Terms of Use: 2 (Ownership and Reservation of Rights), 4 (Data Collection and Sharing), 6 (Term and Termination), 7 (Disclaimers), 8 (Limitation of Liability), 9 (indemnification) and 10 (General).

7. Disclaimers.

7.1 THE MARKETPLACE AND ALL APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, UBERFLIP EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT UBERFLIP DOES NOT WARRANT THAT THE MARKETPLACE OR APPLICATIONS WILL BE UNINTERRUPTED, INTEROPERABLE WITH UBERFLIP PRODUCTS, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

7.2 Third Party Applications. Third party providers are solely responsible for their Applications and any related content or materials included in their Applications. Uberflip shall have no liability or responsibility, whatsoever, for any Third Party Applications. Use of any Third Party Applications is at Your sole discretion and risk.

7.3 Removal of Applications. Uberflip may, at any time and without liability, remove an Application from the Marketplace and Uberflip or third party providers may also update, modify or remove their respective Applications at any time.

8. Limitation of Liability.

8.1 IN NO EVENT SHALL UBERFLIP BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR PENALTIES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF OR DAMAGE TO DATA, LOSS OF PROFITS OR LOST BUSINESS ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE MARKETPLACE OR SERVICES.

8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL UBERFLIP’S AGGREGATE LIABILITY TO YOU ARISING OUT OF THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE MARKETPLACE OR ACCESSING OR DEPLOYMENT OF ANY APPLICATION EXCEED THE LESSER OF (I) $100.00 CAD; OR (II) THE AMOUNTS PAID BY YOU FOR USE OF THE PARTICULAR APPLICATION DURING THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY.

9. Indemnification.

You agree to indemnify, defend (at Uberflip’s request) and hold Uberflip and its affiliates (and each, their respective officers, agents and employees) harmless from any third party claims, damages, penalties, losses or costs, including any reasonable attorney fees, arising out of Your violation of these Terms of Use, the applicable Third Party Terms, or any content You submit to or publish on the Marketplace. Settlement of any claim will require Uberflip’s prior written consent.

10. General

10.1 Feedback. By submitting any ideas, suggestions, enhancement requests or recommendations (“Feedback”) You acknowledge and agree that Uberflip shall be free to use, disclose, reproduce, license or otherwise distribute, make available and exploit the Feedback as it sees fit, entirely without obligation or restriction on account of any intellectual property rights, confidentiality obligations or otherwise.

10.2 Governing Law and Venue. These Terms of Use and any action related thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. You hereby agree to submit to the exclusive personal jurisdiction and venue of the courts sitting in Toronto, Ontario, for the purpose of resolving any dispute relating to the Terms of Use or access to or use of the Marketplace or Applications by You.

10.3 Assignment. You may not assign or transfer these Terms of Use. Uberflip may freely assign, transfer and delegate its rights and obligations under these Terms of Use.

10.4 Interpretation. If any provision of these Terms of Use is held to be illegal or unenforceable, the provision will be automatically conformed to the minimum requirements of law and all other provisions will remain in full force and effect. Uberflip’s failure to enforce any provision of these Terms of Use will not constitute a waiver of Uberflip’s right to subsequently enforce the provision. In these Terms of Use, headings are for convenience only and any use of terms such as “including” are to be construed without limitation.

10.5 No agency. The parties are independent contractors. Nothing in these Terms of Use is intended to, or shall be deemed to, make Uberflip Your agent, or authorize Uberflip to make or enter into any commitments for Your or on Your behalf.

10.6 Contact Information. For any communications with respect to these Terms of Use, please contact legal@uberflip.com. Uberflip may contact You via Your Uberflip account or to the email address on file with Uberflip.

10.7 Entire Agreement. These Terms of Use constitute the entire agreement and supersede all prior agreements between You and Uberflip with regard to Your use and access to the Marketplace. These terms shall apply in lieu of any terms or conditions of any documentation that You provide, and except as expressly stated herein, there are no other agreements, representations, warranties or commitments that may be relied upon with respect to the Marketplace. Uberflip may amend these Terms of Use from time to time by publishing the updated Terms of Use to https://marketplace.uberflip.com and such amendment shall supersede prior versions. Your continued use of Applications and the Marketplace following the effective date of any such amendment will by relied upon as Your consent to such amendment.