For as long as UpTurn Digital is providing services to Customer, Customer hereby grants UpTurn Digital a royalty-free, worldwide, nonexclusive right and license to use, copy, reproduce, modify, use, display, and transmit to the public all trademarks, service marks, artwork, logos, copyrightable works or other information or materials of a proprietary nature which are communicated and/or forwarded by Customer to UpTurn Digital in order for UpTurn Digital to provide services to Customer, all as reasonably determined by UpTurn Digital (collectively, “Intellectual Property”). Customer represents and warrants that it has proper title to all of the Intellectual Property, that it is entitled to use such Intellectual Property in the manner contemplated herein, and that Customer is entitled to grant UpTurn Digital the right to use such Intellectual Property as set forth above. Customer shall indemnify UpTurn Digital against all claims, damages, demands, liability, costs, and fees (including reasonable attorneys’ fees) whatsoever arising out of or in any way connected to a breach of the representations and warranties contained in this Section.

Except for those warranties contained herein, UpTurn Digital expressly disclaims any and all other warranties express or implied including those of merchantability or fitness for any purpose not expressly set forth herein. No affirmation of UpTurn Digital, by words or actions, other than as set forth in this section shall constitute a warranty.

UpTurn Digital shall not be financially liable for any damages, irrespective of the cause, arising from services rendered or not performed. UpTurn Digital’s liability is limited to crediting or paying the customer an amount equivalent to the purchase price of the services for services not yet performed. UpTurn Digital is not accountable for consequential damages.

Customer is responsible for all costs and expenses incurred by UpTurn Digital in enforcing its rights, including, without limitation, reasonable costs and attorneys’ fees related to any lawsuit or claim by and/or between Customer and UpTurn Digital. In the event of Customer’s breach of any obligation (which includes, but is not limited to, Customer’s failure to pay), Customer agrees to pay all reasonable attorneys’ fees, collection fees, and costs of UpTurn Digital, including those incurred post-judgment, in any action brought to enforce the terms and conditions of any transaction. Furthermore, Customer acknowledges and agrees that UpTurn Digital may seek equitable relief without the necessity of posting a bond.

Customer, for itself and its employees, agents, executors, administrators, successors, or assigns (“Customer Parties”), agrees to indemnify, defend, and hold UpTurn Digital and UpTurn Digital’s present and future officers, directors, employees, shareholders, and agents (the “Indemnified Parties”) harmless from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, losses, damages, and costs and expenses incidental thereto (including, but not limited to, all costs of defense, settlement, reasonable attorneys’ fees, and other litigation expenses incurred in a judicial or administrative action), which any or all of the Indemnified Parties may hereafter suffer, incur, be responsible for, or pay out as a result of any breach of any obligation by any of the Customer Parties, including, without limitation, any breach of these Terms of Use, or as a result of any violation or alleged violation of statutes, ordinances, orders, rules, or regulations of any governmental entity or agency, or any negligent or willful act or omission by any of the Customer Parties.

These Terms of Use shall be governed by and construed under the laws of Ontario, and any disputes under these Terms of Use shall be litigated in Federal or Provincial Courts located in Ontario.