Legal

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Welcome to Zepeel, the service for single adults to meet each other online.

Acceptance of Terms of Use Agreement

1. Agreement with You. This Agreement is a contract between you, the user of Zepeel’s Services (as defined below) and Zepeel Inc., an Ontario corporation (known herein as “Zepeel”, “us”, or “we” from time to time), that sets out the legally binding terms of your use of: (i) the mobile application provided by Zepeel for download from time to time (the “Application”); and/or (ii) the website at www.zepeel.com (the “Website”); and/or (iii) your subscription to or other use of any services offered by Zepeel (your “Membership”) (collectively, with the Application and the Website, the “Services”). This Agreement may be modified by Zepeel from time to time and without any notice to you, and such modifications will be effective upon posting by Zepeel on the Website. By specifically accepting this Agreement during your sign up or by accessing, downloading or using any of the Services, you are acknowledging that you have read, understood, accept and agreed to be bound by the terms set out in the following agreements:
   1. Zepeel’s Terms of Use Agreement;
   2. Zepeel’s End User License Agreement;
   3. Zepeel’s Privacy Policy;
   4. Zepeel’s Membership Criteria and any notices regarding the Application/Website.
2. Electronic Form. By accessing the Website or becoming a Member, you consent to have this Agreement provided to you in electronic form.
3. Access and Retention. You are advised to print a copy of this and all related agreements for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

Eligibility

You must be the older of: eighteen (18) years of age or the legal age of majority in your jurisdiction and you must meet the current Membership Criteria of Zepeel to register as a member of Zepeel or use the Services. Your use of the Services or Membership is at the sole discretion of Zepeel and is not permitted in any jurisdiction where prohibited by law.

By using the Services, you represent and warrant that you are the legal age of majority under applicable law and have the right, authority and capacity to enter into this Agreement with Zepeel and will abide by all of the terms and conditions of this Agreement. If you do not meet these requirements, you must not access or use the Services.

Subscription Pricing

You can acquire a subscription and pay the Monthly Subscription Fee, as defined below. The subscription fee is $9.99 USD per month plus applicable taxes (the “Subscription Fee”), which will give access to the Unlock All Upgrades features on Zepeel. The Subscription Fee is paid through the App Store and Google Play Store per their policies and guidelines. Zepeel reserves the right to increase the subscription fee at any time. Such increase may take effect at the commencement of the next subscription month with your sole remedy being your ability to cancel the Subscription at any time prior to the end of your current subscription month. The Subscription Fee is non-refundable except in the event of any billing errors made by Apple or Google. Pro-rated refunds of the Subscription Fee during a subscription month will not be offered.

Term

This Agreement will remain in full force and effect while you use the Services and/or are a Member (the “Subscription Term”). You may hide your profile at any time, for any reason, by following the instructions on the Privacy page. If you hide your profile, your Membership will remain active until the end of your then-current Subscription Term (that is, the subscription period through which you had paid prior to hiding your profile). Zepeel may terminate/delete your membership and/or subscription by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Zepeel. If Zepeel terminates/deletes your Membership because you have breached a term of this Agreement, you will not be entitled to any refund of unused Subscription Fees. All decisions regarding the termination/deletions of accounts shall be made in the sole discretion of Zepeel. Zepeel is not required to provide you with any notice prior to terminating/deleting your Membership. Zepeel is not required, and may be prohibited, from disclosing a reason for the termination/deletion of your account. After your Membership is terminated/deleted, all terms of this Agreement that by their nature may reasonably survive termination of this Agreement shall be deemed to survive such termination.

Non-commercial Use by Members

The Service is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Services for any purpose.. Use of the Application/Website is with the permission of Zepeel, which may be revoked at any time, for any reason, in Zepeel’s sole discretion.

Account Security

As a Member, you are responsible for maintaining the confidentiality and security of the name and password that you designate during the registration process, and you are fully responsible for all activities that occur under your name and password. You agree to: (a) immediately notify Zepeel of any unauthorized use of your name or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session and to otherwise comply with any instructions given to you by Zepeel with respect to safeguarding your password. Zepeel will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared mobile device/computer so that others are not able to view or record your password or other personal information. You should also take appropriate precautions to protect your computer or mobile devices from breaches of security or theft.

Your Interactions with Other Members

You are solely responsible for your interactions with other members. You understand that zepeel currently does not conduct criminal background checks on its members. Zepeel also does not inquire into the background of all of its members or attempt to verify any statements made by its members. Zepeel makes no representations or warranties as to the conduct of members or their compatibility with any current or future members. Zepeel reserves the right to conduct any criminal background check or other screenings (such as sex offender registry searches), at any time and using available public records.

Content on Zepeel

1. Proprietary Rights. Zepeel owns and retains all proprietary rights in and to the Application/Website and the Service. The Application/Website contains the copyrighted material, trademarks, and other proprietary information of Zepeel and its licensors. Except for that information which is in the public domain or for which you have been given express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
2. Reliance on Content, Advice, Etc. Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Zepeel, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Zepeel does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Application/Website. Under no circumstances will Zepeel be responsible for any loss or damage resulting from your reliance on any information or other content posted on the Application/Website or transmitted to or by any Members.
3. Third Party Sites. You may be able to access websites, content, products or services provided by third-parties through links or pointers that are made available in the Services.  We refer to all such websites, content, services and products as “Third-Party Offerings.”  For example, we may permit third parties to advertise their products and services, and those advertisements may contain links to the website(s) of the advertisers.  If you elect to use such Third-Party Offerings, you understand that your use of them will be subject to any terms and conditions required by the applicable third-party provider(s). Zepeel makes no representations about any other websites, content, products or services that may be accessed through the Services and Zepeel has no control over the contents of any such third party websites, content, products or services.  You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that this Agreement does not grant you any rights to access, use or purchase any Third-Party Offerings. All statements and/or opinions expressed in any such Third-Party Offerings other than the content provided by Zepeel, are solely the opinions and responsibility of the person or entity providing those materials. Such Third-Party Offerings do not necessarily reflect the opinion of Zepeel and Zepeel is not responsible, or liable to you or any third party, for the content or accuracy of any ThirdParty Offerings. You agree to hold us harmless and indemnify us against any claims arising from your use of or reliance on Third-Party Offerings.

Content Posted by You on Zepeel

1. You are solely responsible for the Content, as defined below, that you publish or display (hereinafter, “Post”) on the Service, or transmit to other Members. You will not Post on the Service, or transmit to other Members, any defamatory, inaccurate, abusive, nude, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to Zepeel or to any other Member. If information provided to Zepeel, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify Zepeel of such change.
2. You understand and agree that Zepeel may review and delete any of your uploaded or displayed content, messages, videos, photos or profiles (collectively, the “Content”), in each case in whole or in part, that in the sole judgment of Zepeel, violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.
3. By posting Content to any public area of Zepeel, you automatically grant, and you represent and warrant that you have the right to grant, to Zepeel, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your Content by Zepeel will not infringe or violate the rights of any third party and you have the right to post the Content on the Service.
4. The following is a partial list of the kind of Content that is illegal or prohibited on the Application/Website. Zepeel reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes, but is not limited to, Content that:
   • is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   • harasses or advocates harassment of another person;
   • involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
   • promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
   • provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
   • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
   • solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
   • engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
   • collects names and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Application/Website.
5. Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations.
6. You may not include in your Member profile any telephone numbers, street addresses, last names, URLs or email addresses.
7. You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service or to attend parties or other social functions or networking for commercial purposes. You may not transmit any chain letters or junk email to other Members. Although Zepeel cannot monitor the conduct of its Members off the Application/Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of messages which a Member may send to other Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
8. All information you include in your Member profile must be accurate, current and complete.

Prohibited Activities

As a condition of your access and use of the Services, you agree to use the Services only for lawful purposes and in accordance with this Agreement. Zepeel reserves the right to investigate and terminate/delete your Membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:

• You will not impersonate any person or entity.
• You will not “stalk” or otherwise harass any person.
• You will not express or imply that any statements you make are endorsed by Zepeel without our specific prior written consent.
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents.
• You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information accessible through the Service without obtaining the prior consent of Zepeel.
• You will not remove any copyright, trademark or other proprietary rights notices contained in the Services.
• You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the app/site.
• You will not post, message/email or otherwise transmit any material that contains software viruses or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or compromises the security of the Service.
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
• You will not “frame” or “mirror” any part of the Service or the Application/Website, without Zepeel’s prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Zepeel or the Service or the site in order to direct any person to any other web site for any purpose.
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.

Payment

1. Billing and Payment. Zepeel bills you through a third party provider of payment processing services (including, but not limited to Google Play and the Apple Store) for use of the Services (known as our “Billing Agent”). You agree to pay the us all charges at the prices you agreed to for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize the Zepeel and our Billing Agent that it may determine to charge your chosen payment provider for the Service (the “Payment Method”). You agree to make payment using your selected Payment Method. Zepeel or its Billing Agent may correct any billing errors or mistakes that it makes even if it has already requested or received payment. This Section 10 includes any agreements you made with Zepeel on the Application/Website when becoming a Member or subscribing to the Service. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
2. Sales Taxes. You will be solely responsible for payment of all taxes including sales taxes, fees, duties, and other governmental charges, and any related penalties and interest, arising from the Services purchased both in the home jurisdiction of Zepeel and in the jurisdiction in which you reside (“Taxes”) whether or not same are collected by Zepeel. If any Taxes are owed or become owing as a result of a purchase or subscription by you, you agree either, as solely determined by us, to: (i) remit such Taxes to us forthwith upon written demand, or (ii) remit the said Taxes directly to the appropriate taxing authority and indemnify and save harmless Zepeel from any liability to collect or remit same. For clarity, Zepeel is solely responsible for taxes assessable against it based on its income, property, and employees.
3. Automatic Renewal. Your Membership will continue indefinitely until cancelled by you. After your initial Subscription Term, and again after any subsequent subscription period, your Membership will automatically continue for an additional equivalent period at the Subscription Fee agreed to when subscribing. You agree that your account will be subject to this automatic renewal feature. If you give us notice of your intention to cancel your Membership by any method currently designated by us in the Application/Website (i.e. at the Apple Store) your Membership will not be renewed after your then-current Subscription Term expires. However, you won’t be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription Term.. Upon the renewal of your subscription, if Zepeel does not receive payment from your Payment Method provider, (i) you agree to pay all amounts due on your Billing Account upon demand, and/or (ii) you agree that Zepeel may either terminate or suspend your Membership and continue to attempt to charge your Payment Method provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Membership Subscription Term will begin as of the day payment was received).
4. Current Information. You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify Zepeel and/or Billing Agent if your Payment Method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). If you fail to provide us with any of the foregoing information, you agree that you are responsible for any fees accrued under your Billing Account.
5. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that the Zepeel and its Billing Agent is authorized to charge your Payment Method. Zepeel and its Billing Agent may submit those charges for payment and you will be responsible for such charges. This does not waive Zepeel the right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
6. In-App Purchases. From time to time, Zepeel may offer certain services for purchase (“In-App Purchases”) through iTunes, Google Play or other payment platforms as authorized by Zepeel. If you choose to make an In-App Purchase, you will be charged for the In-App Purchase at the price displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payment, and agree to make payment using your selected Payment Method. You authorize Zepeel or Billing Agent, as applicable, to charge you for any In-App Purchases.

Modifications to Service

Zepeel reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you. You agree that Zepeel shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. If you are a subscribing Member at the time of any change to Service, this Agreement will continue to govern your Membership and use of the Service.

Blocking of IP Addresses

In order to protect the integrity of the Service, Zepeel reserves the right at any time and in its sole discretion to block Members with certain IP addresses from accessing the Application/Website.

Copyright Policy and Making Copyright Claims

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information on the Services without obtaining the prior written consent of Zepeel. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Zepeel with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Application/Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Zepeel’s address for notice of claims of copyright infringement can be reached by mail at 316 Rectory Street, Unit AD201, London, Ontario, Canada, N5W 3V9.

Member Disputes

You are solely responsible for your interactions with other Zepeel Members. Zepeel reserves the right, but has no obligation, to monitor disputes between you and other Members.

Privacy and Communications

Use of the Application/Website and/or the Service is also governed by our Privacy Policy. When you become a Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Service, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from Zepeel or any entity that Zepeel determines may be of benefit to you. Please see Zepeel’s Privacy Policy for more information regarding these communications. Your data will be deleted in accordance with our retention policy in our Privacy Policy. Users who are inactive for 1 year will have their data permanently deleted from our servers.

Disclaimers, Limitations and Exclusions of Liability, Indemnities

General Warranty Disclaimers

The Application/Website and the Service are provided “AS-IS” and Zepeel expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Zepeel cannot guarantee and does not promise any specific results from use of the Application/Website and/or the Service. Zepeel is not responsible for any incorrect or inaccurate Content posted on the Application/Website or in connection with the Service, whether caused by users of the Application/Website, Members or by any of the equipment or programming associated with or utilized in the Service. Zepeel is not responsible for the conduct, whether online or offline, of any user of the Application/Website or Member of the Service. Zepeel 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 or Member communications. Zepeel is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, mobile devices, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or Members or to any other person’s computer or mobile device related to or resulting from participating or downloading materials in connection with the application/Web and/or in connection with the Service. Under no circumstances will Zepeel or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Application/Website or the Service, any Content posted on the Application/Website or transmitted to Members, or any interactions between users of the Application/Website, whether online or offline.

Limited Warranties

The services, the website, the application (including all downloads), all information, content, materials and services related to the foregoing are provided “as is” and “as available” and to the fullest extent permissible under applicable law. We and our affiliates disclaim all warranties, express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, non-interference, system integration and accuracy of data. Applicable law may not allow the exclusion of certain implied warranties, so the above exclusion may not apply to you. We and our affiliates do not warrant that your use of the website or service will be uninterrupted, error-free or virus free. The submission of any content and the download or upload of any material through our service and/or website is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that may result from the download or upload of any such material or from reliance upon the website or services, and you are advised to maintain offline backup copies of all user content. We are not the provider of, and make no warranties with respect to, any third-party offerings. We do not guarantee the security of any information transmitted to or from the website or service; and you agree to assume the security risk for any information you provide using the website or service.

No representation or warranty is made that the services provide comprehensive or accurate information.  We reserve the right to filter, modify or remove content, media, information or any other material from the services at any time and at our sole discretion.  You understand that we have developed our technologies to find information that we believe will be most relevant and interesting to you.  Accordingly, we may in our discretion filter out links to content aggregators, search engines or other online services whose technologies and services, in our opinion, are inconsistent with these objectives.

Limitation Of Liability

In no event shall zepeel be liable for any damages whatsoever, whether direct, indirect, general, special, punitive, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with use of the service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of this service or persons you meet through this service. You agree to take reasonable precautions in all interactions with other members of the service, particularly if you decide to meet offline or in person. You understand that zepeel makes no representations or guarantees, either express or implied, regarding your ultimate compatibility with any members you meet through the service and you are advised to use an appropriate level of caution and diligence before deciding to arrange a meeting. You are advised never to provide your financial information (for example, your credit card or bank account information) to other members.

Use of the services are at your own risk. In no event will we or our affiliates be liable for any indirect, incidental, consequential, punitive, or special damages in connection with this agreement and the services, whether or not such damages were foreseeable and even if we were advised that such damages were likely or possible.  In no event will our aggregate liability to you for any and all claims arising in connection with this agreement and your use of the services exceed the greater of: (1) fifty dollars canadian dollars or (2) the amounts actually paid by and due from you to zepeel hereunder in the six (6) months preceding the incident giving rise to liability.

You acknowledge that this limitation of liability is an essential term between you and us relating to the provision of the services to you, and we would not provide the services to you without this limitation.

Exclusions

Notwithstanding the foregoing, the limitations or exclusions of warranties and liability contained in these terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these terms shall apply to member or user only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where member or user is located.  Certain states, provinces and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Indemnification

You agree to indemnify, hold harmless and, at our option, defend zepeel by attorneys chosen and instructed by us (including our affiliates, officers, directors, employees, agents, licensors, suppliers and any third-party information providers) from and against all damages, claims, demands, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from any violation of this agreement or applicable law or content or actions by you in connection with the services, your content, or your breach of this agreement.

Third Party Intellectual Property Claims. Subject to this Agreement, Zepeel shall not be obligated to indemnify or defend you with respect to any third party claim arising out of or relating to the Services. To the extent that Zepeel is required to provide indemnification by applicable law, Zepeel shall solely be responsible for the investigation, defense, settlement and discharge of any claim that the Services or your use of the Services infringe any third party intellectual property right.

Intellectual Property Ownership

As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services (including all downloaded content, features, and functionality), and all related intellectual property rights, other than your Content.  Zepeel reserve all rights not granted in this Agreement.  Unless you first obtain the Zepeel’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Services.  If you provide Zepeel with any reasonable feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Zepeel all fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual license in the Feedback and agree we shall have the right to use or incorporate such Feedback and related information in any manner it deems appropriate.  Zepeel will treat any Feedback you provide as non-confidential and non-proprietary.  You agree that you will not submit to Zepeel any information or ideas that you consider to be confidential or proprietary.

All trademarks, logos and service marks (“Marks”) displayed as part of the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Governing Law, Jurisdiction & Attornment

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.  Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to this Agreement or the Services must be brought in a court of competent jurisdiction located in London, Ontario and each party irrevocably submits and attorns to the exclusive jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding anything to the contrary, Company may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.

Statute of Limitations

You agree that any claim or cause of action related to the Website, the Services and/or this Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred and that this contractually limited limitation period is fair and reasonable.

General Terms

You agree to comply with all laws, rules and regulations that apply to your use of the Website, Application and the Services.

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

Any delay or failure by us to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of this Agreement shall remain in full force and effect.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

The word including used herein means ‘including without limitation’.

This Agreement constitutes the entire agreement between you and us with regard to the matters described above.

This Agreement and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zepeel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Any notices, including the service of all legal documents and claims, to be given in connection with this Agreement and all matters between you and Zepeel may be given:

(i) by Zepeel by means of e-mail or otherwise in writing to you, in Zepeel’s sole discretion, at the last known e-mail address or address contained for you in Zepeel’s records; or

(ii) by you to Zepeel by means of a written notice served by registered mail or by prepaid commercial courier to the following address:

You specifically acknowledge and agree that this Agreement and all agreements contained herein are drawn and provided only in the English language and you elect and agree to all correspondence between you and Zepeel in English.

I have read this agreement and agree to all of the provisions contained above.

Last Updated June 1, 2024

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This End User License Agreement (this “EULA”) is between you (“You” and “Your” refers to you as an individual user of any of the Zepeel Services) and Zepeel Inc. (“Zepeel” or “us”) and governs your personal, non-commercial use of our mobile application made available through the Apple App Store and Google Play. By downloading, installing, or using the mobile application and/or website made available by Zepeel through any distribution channel or method (the “Zepeel Services”), the Zepeel Services are licensed, not sold, to You for use only under the terms of this EULA and the Zepeel Terms of Use Agreement (including all related agreements identified therein). Zepeel reserves all rights not expressly granted to You. The Services that are subject to this license are referred to in this license as the “Licensed Application.”

1. Scope of License: This license granted to You for the Licensed Application by Zepeel is limited to a non-transferable license to use the Licensed Application on any Android or iOS-compatible or other mobile or computing device that You own or control. If using the Licensed Application on an iOS-compatible device (e.g. iPhone, iPad or IPod Touch (the “Apple Devices”)) its use is solely as permitted by the Apple Usage Rules set forth in Section 9.b. of the Apple App Store Terms and Conditions set forth by Apple Inc. (the “Apple Usage Rules”). This license does not allow You to use the Licensed Application on any mobile or computing device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Apple Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Licensed Application, any updates or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of Zepeel and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Zepeel that replace and/or supplement the Zepeel Services, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

2. Consent to Use of Data: You agree that Zepeel may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Zepeel may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. You understand that further consents relating to your personal information and privacy are contained in the Zepeel Terms of Use Agreement and Zepeel’s Privacy Policy.

3. Termination. The license is effective until terminated by You by giving notice in writing to Zepeel or Zepeel. Your rights under this license will terminate automatically without notice from the Zepeel if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application and any failure to do so will void any notice of termination given by You.

4. Export Restrictions. You may not use or otherwise export or re-export the Licensed Application except as authorized by any of Canadian or United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

5. Commercial Item. If applicable, the Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101 or equivalent applicable laws, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

6. Governing Law. This EULA shall be governed by the laws of the Province of Ontario and the federal laws of Canada without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.  Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to the Zepeel Services and/or this EULA must be brought in a court of competent jurisdiction located in London, Ontario and each party irrevocably submits and attorns to the exclusive jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding anything to the contrary, Zepeel may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.

7. Statute of Limitations. You agree that any claim or cause of action related to this must be filed within one (1) year after such claim or cause of action arose or shall be forever barred and that this contractually limited limitation period is fair and reasonable.

Last Updated June 1, 2024

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This document forms an integral part of the Zepeel Terms of Use Agreement (the “Terms”) between you and Zepeel Inc.

We are committed to providing all users of our Services (as defined in the Terms) with a positive experience and we recognize that part of this experience depends on our members. Zepeel offers its Services on a discretionary basis to individuals that it believes will benefit from its Services and will help it achieve this goal. To that end, in order to qualify for membership with Zepeel, you must meet our current membership criteria, which are as follows:

• You must be an adult of at least 18 years of age.

• You must be single, which means you are currently not in a romantic relationship (such as dating, married, in a common law arrangement or domestic partnership) and you must disclose your relationship status to us when we ask.

• You have never been convicted of a serious crime under applicable law, which may include indictable offences of any form, crimes involving sexual offences, violence of any kind, crimes against children and you are not required to register as a sex offender in any jurisdiction.

• You are legally permitted to access and use our Services in the jurisdiction where you are located.

We may amend the above criteria at any time and without written notice to you. We may enforce and interpret these criteria at our sole discretion. We may revoke your subscription or access to our Services at any time should we determine, in our sole discretion, that you have violated any of the above criteria.

Last Updated June 1, 2024