Uplift Canada Services ULC
Terms of Use

SUMMARY: This notice describes your rights and responsibilities when using the Uplift Web site or accessing the services and products offered by Uplift Canada Services ULC, including alternatives and obligations for resolving disputes or violations of the Terms of Use. You should read this agreement in its entirety and print a copy for your records.

Effective as of 9/11/2024

1. General

1.1. Thank you for your interest in Uplift Canada Services ULC (“Uplift,” “we,” “us” or “our”). These terms and conditions (“Terms of Use”) govern your use of our website (the “Site”) and our services (the “Services”).  Please review these Terms of Use carefully before accessing the Site.  These Terms of Use are a contract between you and Uplift regarding your use of the Site or Services. If you do not agree to be bound by and comply with these Terms of Use, please do not access or use our website or any of our Services.

1.2. Uplift provides installment loan products. We may provide you access to an application programming interface as part of the Services.

1.3. In addition to these Terms of Use, you may enter into other agreements with us that will govern your use of the Services. If there is any conflict or inconsistency between those agreements and these Terms, those other agreements shall prevail in relation to the specific aspects of the Services to which they apply.

1.4. Use of section headers in these Terms of Use is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms of Use is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

1.5. These Terms of Use, including our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Uplift regarding your use of and access to the Site, and except as expressly permitted in these Terms of Use, may be amended only by a written agreement signed by authorized representatives of all parties to these Terms of Use.  You may not assign or transfer these Terms of Use or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. Except as prohibited by applicable law, we may assign these Terms of Use at any time without notice.

1.6. By accessing and using the Site and signing up for any of our Services, you agree that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy.

1.7. We reserve the right to change these Terms of Use at any time. We will notify you of any changes by posting an updated version of the Terms of Use on the Site. You are responsible for regularly reviewing these Terms of Use. If you use the Site or Services after we may make any changes, you have accepted the changes and agree to be bound by the Terms of Use as modified.

1.8. By accessing or using the Site, you represent and warrant to us that you are at least 19 years of age or older and you have the legal capacity to enter into these Terms of Use. If you violate any of these Terms of Use or otherwise violate an agreement between you and us, Uplift may terminate your application, delete your profile and any content or information that you have provided on the Site and/or prohibit you from using or accessing the Services or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice. If you are not 19 years of age or older, please do not use the Site or any Services.

2. Accounts and Registration

In order to access and use the Site, the Services, or products offered on or through the Site, you must register for an account with us. When you register for an account, you may be required to provide us with information about yourself including your full legal name, current address, phone number, a valid email address, and any other information indicated as required.  You agree that the information you provide to us is accurate and that you will keep it accurate and current at all times and you will promptly notify us regarding any material changes to your information or circumstances that could affect your eligibility to continue to use the Site or Services. When you register for an account, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account login information and password. Additionally, when you register you may be asked to provide your mobile phone number with text message capabilities to be used in order to verify your identity and access your account.  You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at customercare@upgrade.com. If you violate any of these Terms, or otherwise violate an agreement between you and us, Uplift may terminate your application, delete your profile and any content or information that you have provided on the Site and/or prohibit you from using or accessing the Services or the Site (or any portion, aspect or feature of the Services or the Site), at any time in its sole discretion, with or without notice, including without limitation if we believe that you are under the age of 19. If you do not have such authority or do not agree to these Terms, then please do not use the Services.

3. Service Rights; Restrictions

3.1. Use of Services. All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are protected by copyright, trademark, and other laws, and are the proprietary property owned or controlled by Uplift or its licensors with all rights reserved. Subject to the terms and conditions of these Terms of Use, we grant to you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable right during the term of these Terms of Use to: (a) use the Service solely on your behalf and (b) utilize any code only on websites owned, operated or controlled by you. You may allow a third party to exercise the foregoing right on your behalf, provided that you are fully responsible for the acts and omissions of such third party as if they were your acts and omissions. You may not use any part of the Services for any purpose other than for which the Services are expressly designed. You will comply with all applicable laws and regulations in your use of the Services.

3.2. License Restrictions. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Uplift’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Except as expressly provided in these Terms of Use, you may not, and may not permit others to (a) copy, distribute, rent, sell, lease, lend, sublicense, or transfer the Services (or any part thereof) or otherwise make the Services (or any part thereof) available to any third party; (b) alter, modify or create derivative works of the Service (or any part thereof); (c) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Services (or any part thereof) or during the use and operation of the Services (or any part thereof); or (d) reverse engineering or otherwise attempting to discover the source code of the Services or any part thereof except to the extent that such restriction is expressly prohibited by applicable law.

3.3. Proprietary Rights. The Services are owned and operated by Uplift. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your use in connection with your use of the Site or Services, provided that you keep all copyright or other proprietary notices intact. The visual interfaces, graphics, logos, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (the “Materials”) provided by Uplift are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Services are the property of Uplift or our third-party licensors. Except as expressly authorized by Uplift in these Terms of Use, you may not make use of the Materials or Services. Uplift reserves all rights to the Materials and Services not granted expressly in these Terms of Use. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Uplift, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

3.4. Prohibited Conduct. Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable law and constitutes a breach of these Terms of Use. You may not, and may not permit others to:

• use the Services in a manner that violates, or encourage others to violate, the rights of third parties, including rights of card networks under their agreements with you;
• use the Services for any illegal purpose, or in violation of any provincial, territorial, local, national, or international laws or regulations;
• interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content;
• intentionally interfere with or damage, impair, or disable the operation of the Services (or any part thereof) or any customer’s enjoyment of it, by any means;
• use the Site or Services for any commercial purpose or for the benefit of any third party in any manner not permitted by these Terms;
• remove any proprietary notices or labels on this Site or the Site Content;
• collect, store, or attempt to collect or store, any personal information (as such term is defined in our Privacy Policy) from the Site or Website;
• use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
• frame the Site, utilize framing techniques to enclose any Site Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages;
• engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Uplift users or third party;
• use data provided by Uplift, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from Uplift in the past to compete with the products or services of Uplift; or
• use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site.

3.5.  Feedback. If you provide feedback to Uplift regarding the Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Uplift to use that Feedback without restriction and without payment to you. Accordingly, you grant to Uplift a nonexclusive, royalty-free, fully paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose.

4. User Representations 

In addition to the prohibited conduct described above, you agree not to use the Site or the Service to:

• register for more than one account, register for an account on behalf of an individual other than yourself, operate an account on behalf of or for the benefit of any person who is not eligible to register for or operate an account in their own name, or register for an account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities);
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, federal, provincial, territorial, or applicable international law;
• use or attempt to use another’s account, service or system without authorization from that person and Uplift, or create a false identity on the Services or the Site; or
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Uplift, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Uplift to any harm or liability of any type.

5. Offers and Content

If you are an entity user partnered with Uplift, you acknowledge and agree to the following:

5.1.  Offers. You shall be solely responsible and fully liable for fulfilling any rewards or other offers you make to your customers, including through the Services. You represent and warrant that all rewards and offers you make and fulfill in connection with the Services are in compliance with all applicable laws and regulations and your agreements with third parties. 

5.2.  User Content. Certain features of the Services may allow you to submit offers and other content, including messaging, images, reward offers, and other types of works to the Services (collectively, “User Content”) and to publish User Content through the Services. You retain copyright and any other proprietary rights that you may hold in the User Content that you submit to the Services. By providing User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Uplift an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. By submitting or publishing the User Content, you affirm, represent, and warrant that:

• you are solely responsible for the personal or other information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, “post”) on or through the Services or the Site;
• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us to exercise the licenses granted by you in this Section and in the manner contemplated by these Terms of Use; and
• the User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.

You agree not to submit or publish any User Content that is unlawful. We expressly disclaim any and all liability in connection with the User Content. If notified by a user or content owner that the User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright-infringing activities on the Service.

5.3.  Data. If you are an entity user partnered with Uplift involved with collecting, using or disclosing information from other Uplift users, you will comply with all applicable laws, policies, and regulations relating to the collection, use and disclosure of information from visitors to the websites that utilize our Code or otherwise use our Services. You will post and abide by an appropriate privacy policy that complies with such laws, policies, and regulations, including by properly disclosing the nature of the Services and how data is collected and processed through the Services. You represent and warrant that you have the necessary right to use, and to authorize Uplift to use, the data you provide in the manner contemplated by these Terms of Use and pursuant to any other agreements you have with us. You must not circumvent any privacy features that are part of the Services.

6. Fees and Payment

At this time, Uplift does not charge fees. The financial institution that issues your payment card may charge you for the use of your card. Uplift is not responsible for charges or foreign exchange rates applied by your card issuer. If Uplift introduces fees for the Services, including by adding additional fees or charges, Uplift will provide you with advance notice of such changes. If you do not accept such changes, Uplift has the right to discontinue providing the Services to you.

Uplift will charge the payment method you specify at the time of purchase. You authorize Uplift to charge all sums described herein to such payment method. If you pay any applicable fees with a credit card, Uplift may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You are responsible for providing complete and accurate billing and contact information to us.

7. Termination of Use; Discontinuation and Modification of the Service

We may terminate, disable or block your access to, or use of, this Site and the Services at any time without notice for any reason, with or without cause at Uplift’s sole discretion. If you violate any provision of these Terms of Use, your permission to use the Services will terminate automatically. We also reserve the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services) without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services. You may terminate your account at any time by contacting customer service at customercare@upgrade.com. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Services incurred prior to termination. Failure by Uplift to enforce any of its rights under these Terms of Use shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

8. Additional Terms; Changes to Terms of Use

Your use of the Services is subject to any and all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Services that we may post on or link to on the Services (the “Additional Terms”), such as terms specific to any application programming interface that we may offer, or rules applicable to particular features or content on the Services, subject to this Section. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms of Use.

9. Disclaimers; No Warranties

Uplift makes no representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever. Uplift expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. Uplift does not warrant against interference with the enjoyment of the service. Uplift does not warrant that the service is error-free or that operation of the service will be secure or uninterrupted. Uplift does not warrant that any information provided through the service is accurate or complete or that any information provided through the service will always be available. In no event will Uplift be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon the information provided through the Site or Services.

10. E-Sign Consent to Electronic Disclosures 

Because the Uplift platform operates only on the Internet, whether you choose to participate on our platform as a borrower, investor, merchant or in any other manner, it is necessary for you to consent to transact business with us electronically. You agree to receive in electronic form (the “E-Sign Consent”) all disclosures, statements, notices, privacy policies, communications, and other information Uplift may send to you or may be required to send to you under applicable law (collectively, “Electronic Communications”) via our Site or an Uplift Enabled Site, text message to your mobile device, or to the email address you provide to us. You acknowledge and agree that Uplift shall not be responsible for your failure to receive any email or text message sent by Uplift where such failure is not as a result of Uplift not sending you such email or text message. You acknowledge and agree that you can access, receive and retain Electronic Communications sent to you by email, your mobile device, or posted online on our Site or any borrower or account portal.

Before you decide to do business electronically with Uplift, you should consider whether you have the following required hardware and software capabilities:

• access to a computer, operating system, and telecommunication connection to the Internet capable of receiving, accessing, displaying or printing information electronically
• any of the following internet browsers with current releases and updates: Chrome, Internet Explorer, Safari, Firefox
• a valid functioning email account
• a mobile device capable of receiving text messages
• sufficient electronic storage capacity
• Adobe Acrobat or equivalent

This E-Sign Consent may be updated from time to time as such needs dictate, and we will always communicate these changes to you by posting them at uplift.com, your borrower or account portal, and/or by notifying you via email or text prior to the change becoming effective in the event of any substantive or material changes. Unless otherwise stated, the revised version will be effective at the time we post it. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new E-Sign Consent. Your E-Sign Consent shall remain in effect from the time you access our Site or use any Services until your account and/or agreement with Uplift is terminated.

From time to time or when you receive the notification, you agree to promptly view our Electronic Communication to you. You may log in to the Uplift borrower portal using the login and password information you created. “Password” means the security code and/or other method of authentication, including receiving a text message to your supplied mobile device, that you are provided to access the Services electronically. You agree not to disclose your Password to others and to keep it secure. You also agree that your use of your Password constitutes, and you intend it to constitute, your electronic or digital signature on any document or record where your signature is requested or required. By logging in to the Uplift borrower portal and using your Password, you demonstrate that you can access information that we post there.

Upon your request, we will send you a paper copy of any material provided electronically pursuant to this E-Sign Consent. There is no charge for initial paper copies. You have the right to withdraw consent, provided that if you withdraw consent, we may terminate our agreements with you. To withdraw your consent to electronic disclosures, update your contact information (including email address and mobile number) or request paper copies, contact us by email at customercare@upgrade.com, by calling 1(844) 257-5400, or by mail at:

Uplift Canada Services ULC
Attn: E-sign consent
410 Adelaide Street West
Suite 220
Toronto, Ontario
M5V 1S8

We recommend that you print a copy of these Terms of Use to keep for your own records.

11. Borrower Communications 

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or non-commercial electronic messages from us, our agents, representatives, affiliates, or anyone on our behalf, by executing this Agreement you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone contacting you on our behalf for the purposes of administering your loan and/or account, providing information to you about your loan and/or account and for collection of amounts owing on your loan and/or account. 

You expressly consent to be contacted by us by phone for the purpose of and for providing information to you about goods and services that we believe may be of interest to you, at any telephone number you provide or at which you may be reached. You agree we may contact you in any way. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voicemail, or send one via text.  You may opt out at any time from receiving telemarketing calls from us; however, you may not opt out of non-commercial electronic messages arising out of or relating to your loan and/or account. To unsubscribe, you may contact us at:

Uplift Canada Services ULC
410 Adelaide Street West
Suite 220
Toronto, Ontario
M5V 1S8

You also may contact us by sending an email to customercare@upgrade.com or by calling 1(844) 257-5400.

You consent to receive calls and voice messages (including pre-recorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us with information or questions about your application, loan and/or account. You certify, warrant and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number or addresses.

Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law.

12. Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to us as designated below:

Uplift Canada Services ULC
410 Adelaide Street West
Suite 220
Toronto, Ontario
M5V 1S8

You also may contact us by sending an email to customercare@upgrade.com or by calling 1(844) 257-5400.

To meet the notice requirements under Canadian copyright laws, the notification must be a written communication that includes the following:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled as well as the date and time of the alleged infringement, and information reasonably sufficient to permit us to locate the material;
• information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
• a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

13. Repeat Infringer Policy

In accordance with applicable law, Uplift has adopted a policy of terminating, in appropriate circumstances and at the Uplift’s sole discretion, the memberships of members who are deemed to be repeat infringers. Uplift may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

14. Links to Other Web Sites and Content

The Site contains (or you may be sent through the Site or the Services) links to other websites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

15. User Disputes

You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

16. Privacy

Please review our Privacy Policy, a copy of which is available on our website or upon written request to us. By using the Site or the Services, you are consenting to the Privacy Policy and agree to have your personal information transferred to, stored and processed in the United States.

We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law.

In support of and for the duration of your business relationship with us, you authorize your wireless operator to disclose to us your account, subscriber, billing and device, if available, to support verification of identity, fraud avoidance. You can see a more detailed list of information potentially disclosed and how we use your data at our Privacy Policy.

17. Disclaimers

None of Uplift’s, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the “Uplift Parties”) guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Site Content, User Content or Third Party Content (collectively “Content”) and the Uplift Parties disclaim liability for errors or omissions in the Content.

This Site and all of the Content is provided “as is” and “as available,” without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the Content. The Uplift Parties do not warrant that the Site is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms of Use.

Although we provide rules for user conduct and postings, we do not control and are not responsible for what user post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. Uplift is not responsible for the conduct, whether online or offline, of any user of the Site or Service. Uplift cannot guarantee and does not promise any specific results from use of the Site and/or the Services to obtain a loan.

The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. Uplift assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Uplift is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Services. Under no circumstances will Uplift be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to users, or any interactions between users of the Site, whether online or offline.

Uplift reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Uplift.

18. Limitation of Liability; Indemnity

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE EXPRESSLY PROHIBITED BY LAW, IN NO EVENT WILL UPLIFT OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE UPLIFT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

You agree to indemnify and hold Uplift, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Site, your use of the Services or the Site, your conduct in connection with the Services or the Site or with other users of the Services or the Site, or any violation of these Terms of Use or of any law or the rights of any third party.

19. Governing Law; Submission to Jurisdiction 

These Terms of Use shall be governed by and interpreted in accordance with the laws of the Province or Territory you reside in and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the province or territory where you reside.

20. Waiver

The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use or any provision of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  The failure of Uplift to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect.

21. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.