Last updated: June 24, 2025

1. Acceptance of Terms
By accessing or using 1UP Media’s website and services (“Services”), you agree to be bound by these Terms and Conditions (“Terms”). If you do not agree, you must not use our Services.

2. Services
1UP Media provides a Content-as-Capital platform, analytics dashboards, reports, and related tools (collectively, the “Platform”). We may add, modify, or discontinue features at any time without notice.

3. Eligibility & Account Registration
You must be at least 18 years old and capable of entering into legally binding agreements. To use certain features, you will register for an account, provide accurate information, and maintain the confidentiality of your credentials. You are responsible for all activity under your account.

4. License & Restrictions
Subject to your compliance with these Terms and payment of any applicable fees, 1UP Media grants you a limited, non-exclusive, non-transferable license to access and use the Platform for internal business purposes. You agree not to:
• Reverse-engineer, decompile, or attempt to extract source code.
• Copy, modify, distribute, or create derivative works.
• Rent, lease, sublicense, or transfer access.
• Use the Platform to infringe others’ rights or violate laws.

5. Intellectual Property
All content, software, trademarks, and graphics on the Platform are owned or licensed by 1UP Media. Nothing in these Terms grants you ownership of any such intellectual property.

6. User Data & Content
You retain ownership of data you upload (“Your Data”). By uploading or submitting content, you grant 1UP Media a worldwide, royalty-free license to use, reproduce, and display Your Data to provide the Services. You represent and warrant that you have all rights necessary to grant this license and that Your Data does not violate any third-party rights.

7. Fees & Payment
Use of the Platform may require payment of subscription or usage fees as agreed in a separate Order Form or Subscription Agreement. All fees are non-refundable except as required by law. We may suspend or terminate your access for non-payment.

8. Privacy
Our Privacy Policy (available at 1upmedia.com/privacy-policy) explains how we collect, use, and disclose your personal information. By using the Platform, you consent to our processing of your data as described therein.

9. Confidentiality
Each party agrees to keep the other’s non-public information confidential and to use it only to perform its obligations under these Terms. This obligation survives termination for a period of three years.

10. Warranties & Disclaimers
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” 1UP MEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1UP MEDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE SIX MONTHS PRECEDING THE CLAIM.

12. Indemnification
You agree to indemnify, defend, and hold harmless 1UP Media, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of your use of the Platform or violation of these Terms.

13. Termination
Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Upon termination, your license ends, and you must cease all use of the Platform. Sections 5, 6, 8–13, and 15–16 survive termination.

14. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any dispute will be resolved in the courts located in Edmonton, Alberta.

15. Changes to Terms
We may modify these Terms at any time. If changes are material, we will provide notice via email or on the Platform. Your continued use after notice constitutes acceptance of the updated Terms.

16. Contact Information
If you have questions about these Terms, please contact us at:
1UP Media Inc.
Email: contact@1upmedia.com