Les conditions d'utilisation | PNP Père Noël Portable

Updated and effective as of August 5^th 2024

Welcome to the Portable North Pole ("PNP")!

These Terms of Use are an important legal document which binds you and you should read it carefully before accessing our websites or using our products and services.

Introduction

This is the Terms of Use of PNP, which is a product and service offering of UGroupMédia, Inc., a Canadian corporation ("UGM").

These Terms of Use are for visitors and customers who access and use the internet governing websites listed below ("PNP Sites") and the services that are offered on the PNP Sites or PNP Mobile Apps (the "PNP Services") that allow you to create personalized digital content, including videos and calls ("Content").

The term PNP Services includes your Submissions and Content for both PNP Sites and PNP Mobile Apps. The PNP Mobile Apps allow you to create, watch and send Content on compatible mobile devices. The PNP Mobile Apps are made available through third party Software Stores, such as the Apple App Store and Google Play, and are subject to separate terms of the applicable Software Store. In addition, the PNP Sites may also allow you to purchase physical goods and merchandise (the "PNP Products").

Other terms that apply to you

You should also read our Terms of Sale and Privacy Policy available via the authorized links on the PNP Sites.

TheTerms of Sale apply to your purchase, download, installation or use of Content and the PNP Mobile Apps and the purchase of PNP Products. The Terms of Sale also apply to free versions of the Content, but there will be no charge or payment required for free versions.

Our Privacy Policy also applies to you if you visit any of our sites, use any of our services or apps, or otherwise correspond with us by phone, email or otherwise. This sets out the terms on which we process any Personal Information we collect from you, or that you provide to us.

The term "PNP", except when it is used for description purposes, means UGM, and "we" and "our" and other such words refer to UGM. For definitions of other capitalized terms, please see the PNP Privacy Policy and Terms of Sale. PNP Portable North Pole is a trademark of UGroupMédia Inc. If you have any questions or concerns regarding the Terms of Use or our practices, please contact us HERE.

The PNP Sites are, including any sub-domain name based on these Web address:

• https://www.portablenorthpole.com/

• https://portablenorthpole.zendesk.com/hc/en-us

•https://forms.monday.com/forms/

Note the PNP support site is also included as a PNP Site and that such support site will be subject to the terms of these Terms of Use, the Terms of Sale and the Privacy Policy.

The PNP Services allows you to create personalized digital online Content for yourself, your family, and your friends, including videos, telephone calls but only for your Personal Use. "Personal Use" means that only you may use the PNP Services to create the personalized Content, only you may make the Submissions, and you may share the Content with your family and friends only as permitted under our Terms of Use and Terms of Sale. Your submissions may include personal information about you, your family, and your friends, including text, messages, photographs, video and audio recordings, and other images and content that you may upload through the PNP Sites and PNP Services ("Submissions").

Any Personal Information will be processed by us in accordance with our Privacy Policy.

These Terms of Use include a class action waiver and waiver of jury trials, and require binding arbitration on an individual base to resolve disputes that may apply to you. See Section 15 below.

1. How do you agree or consent to these Terms of Use?

By creating an account or by visiting any of the PNP Sites or using any of the PNP Services you accept and agree to these Terms of Use. If you do not want to accept and agree, you must leave the PNP Site and refrain from using it or any PNP Services.

As noted in Section 16 below, we reserve the right to update or alter these Terms of Use at any time in the future. You should review these Terms of Use regularly to ensure that you are aware of any changes.

2. What are your Conditions of Use of the PNP Sites and PNP Services?

As a condition for your use of the PNP Sites and PNP Services, you warrant that (i) you are of legal age to enter into and accept these Terms of Use according to your jurisdiction. This age varies between 13 and 16 years of age and is specified in the Privacy Policy; (ii) you (or your legal guardian) possess the legal authority to create a binding legal obligation; (iii) you will use the PNP Sites and PNP Services in accordance with these Terms of Use; (iv) all information supplied by you is true, accurate, current and complete, (v) you have reviewed and accepted these Terms of Use, Terms of Sale and the PNP Privacy Policy and (vi) if you have an account with us, you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and anyone other than you. We retain the right at our sole discretion to deny access and use of PNP Services to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms of Use.

We make no representation that the PNP Services, Content, and PNP Products are appropriate or available for use in any particular location. Those who choose to use the PNP Services, PNP Products and Content are responsible for compliance with all applicable laws including any applicable local laws. Please note that PNP Services includes PNP Mobile Apps and these terms apply to PNP Mobile Apps in addition to the terms and end user license agreement of the applicable Software Store where the PNP Mobile App is obtained. In the event of any conflict between these agreements and terms, please see Section 4 of the Terms of Sale, "What terms apply when I purchase PNP Mobile Apps at the third party Software Store?"

3. How do you create your PNP account?

In order to create the personalized digital Content (including videos and calls) that the PNP Services allow you to create, we require you to create an account (using your email address as a username) and a password, which you may modify later. Alternatively, you may use either Facebook Connect, Google Connect or Apple Connect to create an account. You may also be required to enter your gender, age, your email address and the email address of the recipient of the personalized Content (if any) and other information necessary to personalize the Content. Once logged into your account, you will be able to personalize, watch or listen to and modify multiple videos and calls, buy PNP Content and merchandise, view your invoice, and access other account information. It is your responsibility to provide, maintain and update true, accurate, current and complete information about yourself. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including but not limited to using another person's username, password (PIN) or other account information, or another person's name, likeness, voice, image or photograph. You also agree to promptly notify UGM customer support of any unauthorized use of your username, password (PIN), other account information, or any other breach of security that you become aware of involving or relating to the PNP Services and your account.

4. What are Submissions and what are your responsibilities for and our rights in the Submissions?

The Content may include your Submission of data and information about you, your family, and your friends (your family and friends being identified hereafter as « the other people »), including text, messages, photographs, video and audio recordings, and other images and data that you may upload through the PNP Sites and PNP Services to create your personalized Content. You represent and warrant that you have obtained all necessary consents of the other people or have parental authority consistent with the full scope of rights granted to UGM pursuant to these Terms of Use prior to providing us with their personal information. In addition, you agree that you and the other people shall not assert any intellectual property, privacy, publicity, contractual, moral or similar rights, or make any claims that any Submissions are objectionable or otherwise defamatory under the applicable laws in connection with the exploitation of such materials as described hereunder. By providing your Submissions, which may include any photograph(s), video (s) and/or any personal information, to us to create personalized digital materials as part of the PNP Services, you hereby waive, and you represent you have the consent or parental authority to waive on behalf of any person included in your Submissions that you provide us, any privacy expectations you or those people have with respect to our use of your or those peoples’ likeness or personal information in your Submissions. If you do not wish to have your or your family members and friends’ picture, video or information about yourself or your family or friends viewed by or disclosed to others, you shall not use the PNP Services or delete your PNP account.

We, our licensees and other authorized users shall be entitled to transmit and disclose all Submissions through the PNP Services, and we shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any Submission as provided for under these Terms of Use, and the Privacy Policy and the Terms of Sale.

In addition, you are fully responsible for your Submissions, and you are prohibited from posting or transmitting via the PNP Services: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other data, material or information that you have not been authorized to post or that would violate the rights of any person’s publicity or privacy rights or any other law or regulation, or any material which may be interpreted as offensive to a child or an adult; (ii) any material that is violent, vulgar, obscene, pornographic or otherwise sexually explicit or otherwise harms any person or entity, is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a Submission that is, or represents an attempt to, engage in child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, or conspiracy to commit any criminal activity; (iii) any commercial material or information (including, but not limited to, advertising, or marketing of any good or services); (iv) viruses, corrupted data or other harmful, disruptive or destructive files; and (v) any data, material or information that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions via the PNP Services. You acknowledge that UGM may exercise its rights (e.g., rights to use, publish and/or delete) under these Terms of Use, the Privacy Policy and Terms of Sale with respect to any Submission without notice to you.

We have the right to remove any Submission which violates any applicable term of these Terms of Use, pr the applicable Privacy Policy and Terms of Sale.

Unsolicited Idea Submission Policy

UGM or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when UGM’s products or marketing strategies might seem similar to ideas submitted to UGM. So, please do not send your unsolicited ideas to UGM or anyone at UGM. If, despite our request that you not send us your ideas and materials, you still send them, please understand that UGM makes no assurances that your ideas and materials will be treated as confidential or proprietary.

5. What activities are prohibited with respect to your use of the PNP Sites and PNP Services?

The Content and information provided via the PNP Services, as well as the infrastructure used to provide such Content and information, is proprietary to us and/or our suppliers and providers. While you may view the Content you personalized as long as it is available and send links to others to do the same, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the Content purchased from or through the PNP Services. Additionally, you agree not to: (i) use the PNP Services or any part thereof for any commercial purpose; (ii) access, monitor, or copy any data, material or information of the PNP Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iii) violate the restrictions in any robot exclusion headers of the PNP Services, or bypass or circumvent any measures employed to prevent or limit access to the PNP Services; (iv) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (v) deep-link to any portion of the PNP Services for any purpose without our express written permission; or (vi) "frame", "mirror", or otherwise incorporate any part of the PNP Services into any other website or mobile applications without our prior written authorization.

6. What are the ownership and license rights?

Subject to your compliance with these Terms of Use, UGM grants you a non-exclusive, non-transferable, revocable limited license to access and use the PNP Services using a web browser or mobile device, but only for your Personal Use and for sharing with your family and friends only as permitted under these Terms of Use and the Terms of Sale. Except for Submissions you may upload to our servers to create your personalized Content, all data, materials and information accessed through the PNP Services, including applications, designs, graphics, music, pictures, software, sound, text, video, and other items and their layout, are proprietary property of UGM, its users, or its licensors with all rights reserved. None of this Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold or used for any commercial purpose in any form by any means, in whole or in part, without UGM’s prior written permission, unless the Content is purchased as allowed by the Terms of Sale, in which case your rights shall be governed by the Terms of Sale.

In return, you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable, worldwide license to the personalized Content and any Submission that you upload via the PNP Services to use and to transmit it to the recipient (or any other person) as provided for in these Terms of Use and the Terms of Sale. Except for Submissions, you may not upload or republish any of UGM’s Content on any internet, intranet, or extranet site or incorporate the information in any other database or compilation.

This license is subject to these Terms of Use and does not include use of any data mining, robots, or similar data gathering or extraction methods. Any use of the PNP Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such use may also violate applicable laws, including copyright and trademark laws. You agree and acknowledge that we transfer no ownership interests in (i) the PNP Services or (ii) in our intellectual property rights in the PNP Services to you under these Terms of Use or otherwise.

7. Who is responsible for other links and websites that are not PNP’s?

These Terms of Use do not apply to any websites, products, or services, other than ours, nor to others’ websites linked in these Terms of Use or in the PNP Sites or the PNP Services. We recommend that you examine the Terms of Use posted on those other websites to understand their Terms of Use as they may be different from ours. Examples of other sites include Facebook, X (Twitter), Instagram, Pinterest, Youtube, Stripe and PayPal. We do not endorse and are not responsible for the content on other websites and cannot be held liable for that content. Such links are provided as a convenience to you, and any other website linked from the PNP Services should be visited at your own risk. Such links are not monitored, checked for accuracy, appropriateness, or completeness by us. Inclusion of a link within the PNP Services does not imply a recommendation or endorsement by us for the linked website. Once you visit a website through a link provided on the PNP website, you are no longer covered by these Terms of Use and must refer to the Terms of Use and the Privacy Policy of the website visited.

8. What about our Trademarks?

UGroupMédia, Inc., PNP Portable North Pole (and the translation in multiple languages), and other related graphics, logos, designs, page headers, icons, scripts, and service marks and trade names used on or in connection with the PNP Sites and PNP Services, including our photos and videos, are registered trademarks, service marks, trademarks or trade dress of UGM in Canada, the United States and/or other countries. Our trademarks, service marks and trade dress may not be used, including as part of trademarks, service marks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without prior written permission from us. All other brand and product names used herein or in the PNP Services are trademarks or registered trademarks of their respective owners.

9. What are the "Limited Warranties" for the PNP Sites and PNP Services?

THE LAWS OF CERTAIN JURISDICTIONS, SUCH AS THE PROVINCE OF QUEBEC, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES AS PROVIDED FOR IN SECTION 9 "LIMITED WARRANTIES," OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES AS PROVIDED FOR IN THIS SECTION 10. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSION OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE INFORMATION, SOFTWARE, PRODUCTS, CONTENT AND SERVICES PROVIDED BY US INCLUDING THROUGH THE PNP SITES OR PNP SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND AND MAY INCLUDE INACCURACIES OR ERRORS. YOU EXPRESSLY AGREE THAT YOUR ACCEPTANCE AND USE OF THE PNP SERVICES IS AT YOUR SOLE RISK. WE DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR, ANY ERRORS OR OTHER INACCURACIES RELATING TO ANY INFORMATION, PHOTOGRAPH(S), ETC., DISPLAYED VIA THE PNP SERVICES OR WITHIN THE RESULTING CONTENT. WE ARE NOT RESPONSIBLE FOR ANY CHARGES INCURRED BECAUSE OF THE USE OF THE PNP SERVICES, INCLUDING BUT NOT LIMITED TO BANDWIDTH OVERAGE CHARGES. FURTHERMORE, WE AND OUR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE CONTENT, INFORMATION, SOFTWARE, VIDEO, PRODUCTS, AND SERVICES CONTAINED IN THE PNP SERVICES FOR ANY PURPOSE, AND OUR INCLUSION OR OFFERING OF ANY CONTENT, PRODUCT OR SERVICE DOES NOT CONSTITUTE OUR ENDORSEMENT OR RECOMMENDATION OF SUCH CONTENT, PRODUCT OR SERVICE. WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THE CONTENT, PNP SERVICES, OUR SERVERS OR ANY EMAIL SENT BY US AND/OR OUR SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UGM AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, VIDEO, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

THE SUPPLIERS PROVIDING OTHER CONTENT, SOFTWARE, SERVICES OR INFORMATION THROUGH THE PNP SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF UGM. UGM IS NOT LIABLE FOR THEIR ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE, OR THOSE OF ANY SUCH SUPPLIERS OR FOR ANY DAMAGES OR EXPENSES RESULTING THEREFROM.

10. What are our limitations on liability and what kind of damages are excluded?

THE LAWS OF CERTAIN JURISDICTIONS, SUCH AS THE PROVINCE OF QUEBEC, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES AS PROVIDED FOR IN THIS SECTION 10. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSION OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF, DESPITE THE LIMITATIONS IN THESE TERMS OF USE AND AS APPLICABLE THE TERMS OF SALE, UGM OR THEIR RESPECTIVE SUPPLIERS ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE OR FOR ANY BREACH OF THESE TERMS OF USE, THE TERMS OF SALE OR THE PRIVACY POLICY, THEN THE LIABILITY OF UGM AND/OR ITS SUPPLIERS WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE FEE, IF ANY, YOU PAID TO UGM IN CONNECTION WITH THE PNP SERVICES OR CONTENT GIVING RISE TO THE LIABILITY OR (II) ONE HUNDRED U.S. DOLLARS (US $100.00) OR THE EQUIVALENT IN LOCAL CURRENCY. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF THE PNP PRODUCT OR SERVICE IN QUESTION IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF UGM AND/OR ITS SUPPLIERS.

IN NO EVENT SHALL UGM OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ATTORNEY’S FEES AND EXPENSES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE PNP SITES, PNP SERVICES, PNP MOBILE APPS, CONTENT, IN APP PURCHASES OF CONTENT AND VIRTUAL GOODS, OR PNP PRODUCTS, INCLUDING WITHOUT LIMITATION, WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THEM (INCLUDING, BUT NOT LIMITED TO, ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND OTHER SERVICES OBTAINED THROUGH THE PNP SITES, PNP SERVICES, PNP MOBILE APPS OR PNP PRODUCTS; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THE PNP SERVICES) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF UGM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS SECTION ON LIMITATION OF LIABILITY ALSO APPLIES TO PNP MOBILE APPS. YOU ALSO AGREE THAT UGM SHALL HAVE NO LIABILITY FOR PAYMENTS MADE DIRECTLY TO A SOFTWARE STORE, AND THAT UGM IS NOT RESPONSIBLE OR LIABLE FOR ANY CREDIT CARD OR BANK-RELATED CHARGES OR OTHER CHARGES OR FEES RELATED TO PURCHASE TRANSACTIONS THROUGH A SOFTWARE STORE (INCLUDING IN-APP PURCHASES). UGM EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY SUCH TRANSACTIONS, AND YOU AGREE THAT YOUR SOLE REMEDY REGARDING ALL TRANSACTIONS IS FROM OR THROUGH SUCH SOFTWARE STORE.

11. What are your obligations to defend and indemnify UGM?

You agree to defend and indemnify UGM and/or its suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including but not limited to reasonable legal and accounting fees and costs, brought by third parties as a result of: (i) your breach of these Terms of Use, the Terms of Sale or the documents referenced herein; (ii) your violation of any law or the rights of a third party or any dispute with a third party; or (iii) your wrongful access to or use of the PNP Sites, PNP Services, PNP Mobile Apps, and Content, including in-app purchase of Content and in-app purchase of virtual goods at Software Stores as provided for in the Terms of Sale; or (iv) your Submissions.

12. How are claims of copyright infringement addressed?

It is UGM’s policy to terminate PNP Services privileges of any user who repeatedly infringes another person’s copyright upon notice from the copyright owner or its agent. UGM intends to ensure that the PNP Services and Content do not infringe the copyright, trademark right or other intellectual property rights of our users or third parties. If your intellectual property rights, right to privacy or other rights have been infringed or violated by another user of the PNP Services, please notify us by using this form or contacting us at:

UGroupMédia, Inc.,
460 Sainte-Catherine Street West, Suite 500,
Montreal (Quebec) Canada H3B 1A7
Phone: +1 514-871-3888

You must be the copyright owner (or the authorized representative of the owner), to report a suspected infringement. Notifications of copyright infringement must contain the following: (i) You should identify yourself as the copyright owner or an authorized representative and you must provide your physical or electronic signature. (ii) You must identify your copyrighted work. Consider providing a link to your website or other location where your work is being lawfully displayed. (iii) You should include sufficient information to allow us to identify where the infringing content is being made available without your permissions on our PNP Sites or within our Content, such as reference to the unique URL of the content at issue. (iv) Include your name, physical address, telephone number and email address. (v) A statement must be included in the notice that confirms, under penalty of perjury, you have good faith belief that the use of the material in the manner described is not authorized by you or the copyright owner, its agent or the law. Providing false information and making a false claim is punishable under applicable law.

Alternatively, upon accessing certain video Content, you may be provided with a "Report Abuse" button which you may use to notify us of Content that you consider to be inappropriate; upon receipt of such notice, we will make reasonable efforts to promptly review the content at issue, and remove such Content if appropriate.

We will send an email to the address associated with the account of the user who reported the infringement.

Should you receive notice that we have removed or disabled access to your material, you may provide a counter-notification in writing that includes the following: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement from you, under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (iv) your name, physical address, telephone number and email address, and (v) a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of Canada, for any judicial district in which the PNP Services may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

We will review and address all notices that comply with the requirements above. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that you may be liable for damages if you make a false claim of copyright infringement.

13. How do we enforce these Terms of Use?

If you fail to fulfill any of your obligations under these Terms of Use, we may terminate your rights granted under these Terms of Use and may pursue all available legal remedies to enforce these Terms of Use. Should legal remedies be used to enforce these Terms of Use, you agree to reimburse us for any and all legal fees and expenses arising from the dispute. You agree that our licensors referenced on or through the PNP Services may enforce these Terms of Use as they relate to their intellectual property.

14. What is the governing law?

These Terms of Use, the Terms of Sale and as applicable the Privacy Policy, whether interpreted in a court of law or in arbitration, shall be governed by and construed in accordance with the laws applicable in the Province of Quebec, Canada. Use of PNP Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use.

15. What is the dispute resolution process for these Terms of Use, the Terms of Sale, the Privacy Policy, the PNP Sites, and the PNP Services?

a. Quebec Court

If you are a Quebec resident, or if your jurisdiction does not allow arbitration, all claims and disputes related to these Terms of Use, the Terms of Sale, the Privacy Policy, the PNP Sites, the PNP Products, Content and PNP Services shall be resolved in Quebec Court.

b. Arbitration

For jurisdiction where arbitration is permitted by applicable law, claims and disputes related to these Terms of Use, the Terms of Sale, the Privacy Policy, the PNP Sites, the PNP Products, Content and PNP Services shall be exclusively resolved, to the exclusion courts, on an individual basis and under the terms of these Terms of Use.

The arbitration will be in English unless otherwise agreed. It will apply to you; UGM and UGM affiliates and our employees, officers, directors, contractors and agents, and your family and friends and any authorized or unauthorized users of the Content, PNP Sites and PNP Services. This provision 16 shall also apply to PNP Mobile Apps except to the extent otherwise prohibited by and provided for in the Software Store terms, including any end user license agreement.

To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Content, PNP Sites or PNP Services within 1 year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. Before seeking arbitration, you agree to contact us first in writing describing your issues and concerns and what you would like UGM to do to resolve your issues and concerns. Notice would be sent HERE.

If 60 days after our receipt of your written notice, we are not able to resolve your issues or concerns, then either party may begin an arbitration proceeding.

Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. The arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

American Arbitration Association (AAA) : the Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1- 800-778-7879.
Alternative: the European Commission provides an online dispute resolution platform which you can access here: http://ec.europa.eu/consumers/odr/.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR.

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and UGM, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the rules of the ADR Provider, and these Terms of Use and the Terms of Sale as applicable, and for PNP Mobile Apps as may be provided for in the Software Store terms, including any end user license agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded consistent with these Terms of Use and the Terms of Sale as applicable. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and UGM.

Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.

UNLESS SUCH RESTRICTION IS PROHIBITED IN YOUR JURISDICTION, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

The arbitration proceedings and any award shall be strictly confidential and will not be disclosed to any third party, except as may be required law or to enforce this Arbitration Agreement in a court of law.

If any part of this Arbitration Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

This Arbitration Agreement will survive the termination of your relationship with UGM.

This Arbitration Agreement does not apply to claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of UGM’s patent, copyright, trademark or trade secrets.

16. What other terms do you need to understand?

You need to understand the following additional terms:

a. How we will notify you of any changes to these Terms of Use and when will those changes take effect?

We reserve the right to update or alter these Terms of Use at any time in the future and when we do so we will revise the "most recently updated" date provided for at the top of these Terms of Use. We will notify our PNP account members about material changes to these Terms of Use by either sending a notice to the e-mail address or by placing a notice on our PNP Site. UGM may require you to consent to the updated Terms of Use in a specified manner before further use of the PNP Sites or PNP Services is permitted. For example, if you personalized Content last year under last year’s Terms of Use and then accessed that same personalized Content this year after the effective date of these current Terms of Use, then these current Terms of Use will apply to your use of that Content after the effective date of these current Terms of Use. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the PNP Site and the PNP Services and delete your PNP account. You should review these Terms of Use regularly to ensure that you are aware of any changes.

b. How do we respond to law enforcement or legal requests?

Our performance of these Terms of Use is subject to existing laws and legal processes, and nothing contained in these Terms of Use limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the PNP Services, Content or any information provided to or gathered by us with respect to such use.

c. What happens if any of these Terms of Use are found to be unenforceable?

If any part of these Terms of Use is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

d. What constitutes our entire agreement with you?

These Terms of Use and any other terms and conditions referenced herein (including the Privacy Policy and Terms of Sale incorporated herein), and for PNP Mobile Apps the Software Store’s terms, including any end user license agreement, constitute the entire agreement between you and UGM with respect to the PNP Services, PNP Products and Content, and such entire agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and UGM with respect to the PNP Services, PNP Products and Content.

e. How we will notify you and document our agreements using electronic communications?

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. By using the PNP Sites, PNP Services or Content, UGM may require you to consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

f. Google Maps and Google Earth

Considering that some of our features uses Google Maps and Google Earth, you understand and agree that you are also bound by the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

Conditions d'utilisation