TERMS AND CONDITIONS OF USE

Last Modified: September 15, 2018

Eigenuity Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) in Canada. In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Eigenuity Inc.'s, ("we", "us" or "our") website ("Website") and our MadLipz mobile application (the "App"). Our Website is hosted at http://madlipz.com and other domains and sub-domains. Our App is available for official download on the Apple iOS App Store (here) and the Google Play store (here). You are not permitted to download or use our App from any other third parties.

There are provisions in these Terms which limit our liability and impose obligations on you. You must review these Terms, along with any policies incorporated by reference, before using the Website or the App.

If you are using the Website and/or App on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Eigenuity Inc.

Privacy

We collect and use personal information in accordance with these Terms and our privacy policy which is incorporated by reference and available for your review, as amended, at https://www.madlipz.com/privacy. By using our Website and App, you consent to such processing and you warrant that all information provided by you is accurate.

About Our App

Our App allows you to make instant voiceover parodies whether by uploading video clips of your own, or using clips hosted via the App and uploaded by other users. When creating content via the App, you agree to do so in accordance with these Terms and our Acceptable Use Policy, which is incorporated by reference.

Establishing an Account

You may browse the public facing sections of our Website and App without establishing an account or providing us with any personal information. However, in order to create your own content using our App, you are required to establish an account. To establish an account:

  • You must be at least eighteen (18) years old, or have the consent of your parent or guardian to create the account;
  • You must provide an email address;
  • You must create a username; and
  • You must create a unique password.

You agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms, our Privacy Policy and all other documents or policies incorporated by reference.

Third-Party Login Providers. We also permit you to create your account via third-party login providers including Google and Facebook. If you elect to establish your account via a thirdparty provider, you permit us to collect such personal information the third party sends to us in order to establish your account, including for example, your profile photo, email address and other information.

Account Non-Transferrable. Access to your account is not transferrable and is only intended for the individual that established the account. You are responsible for safeguarding the password you create and use to access the Website and App and you agree not to disclose your password to any third party. You are responsible for any activity on your account, whether or not you authorized that activity and you agree to immediately notify us of any unauthorized use of your account.

Account Security. You agree and understand that the technical processing and transmission of the Website, the App and the data, content and information you provide in or to the Website or App, may be transferred unencrypted and involve transmissions over various networks and devices. For your own protection and security, you should not use a password on our service which you use to login to any other accounts or services.

Grant of Revocable License to Use the App

Upon establishing an account with us, we grant you a worldwide, non-transferable, nonexclusive license to access the App in accordance with these Terms, but reserve the right to revoke said license without cause or justification and/or remove the App from the Internet, the Apple iOS App Store and the Google Play store.

Content You Upload or Create is Licensed to Us

Our App permits you and other users the ability to upload and post content ("User Content"). We do not pre-screen User Content uploaded or posted to the Website or App by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the App in order to facilitate the ordinary use of the App. Such ordinary use includes, but is not limited to, displaying your User Content to other users and permitting other users to create derivative works from your User Content by dubbing audio on top of your videos. You agree and acknowledge that your username and profile information will be linked to and associated with your User Content, which is publicly viewable by all other users of the App.

Content You Upload or Create is Licensed to Other Users For Their Use

You agree that while you retain ownership of your original video content you upload to the App, any User Content you upload and make available on our App shall be subject to a Creative Commons Attribution-Non Commercial 4.0 International license (the “License”), the terms of which are specified by Creative Common and are available online at https://creativecommons.org/licenses/by-nc/4.0/legalcode. You agree and acknowledge that video clips and other User Content you upload may be used by any other user of the App pursuant to the terms of the License.

Using Video Clips of Other Users

Where you elect to use a video clip uploaded by another user of the App to create your own derivative work(s), you agree and acknowledge that you do not own the original video clip and agree to comply with the terms of the License when using such video clips.

Non-Commercial Use

Our App and its contents are intended for non-commercial use only. You agree not to use your account or create any videos or other content using our App for any commercial purposes, including but not limited to, selling or licensing the videos you or other users create.

Copyright Infringement and Acceptable Use

In addition to our Acceptable Use Policy, you agree not to use the App in any manner which may infringe copyright or other intellectual property rights of any third party. Without limiting the foregoing, you agree not to upload or use copyright protected videos or audio clips unless you have a legal right to do so whether by virtue of you owning such content, having a license to use such content, or your use constitutes fair use or fair dealing under all applicable governing laws, rules and regulations.

You agree not to use the App in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms. You further agree to report any instances where you see content on the App that you believe to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms.

We may, but have no obligation to, remove User Content and accounts that we determine in our sole discretion to violating any third-party's intellectual property rights, these Terms or any policy incorporated by reference.

Copyright Notice

If you believe your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or App, please notify our copyright agent via email or regular post:

Eigenuity Inc.
Atten: Copyright/Legal
legal@madlipz.com 182 Old Surrey Lane
Richmond Hill, ON
Canada, L4C 7E5

While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or remove the content in question and/or cancel the infringer's account.

Intellectual Property Rights in our Website and App

Apart from User Content hosted on or via the App, our Website and App contain open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. Aside from using the App’s ordinary functionality to create and share videos under license, you are not permitted to copy or distribute any other content on our Website or App (including but not limited to text, images, trademarks, videos and audio) without the express consent of the owner. All other contents of the Website and App including, but not limited to, the software code, is the property of Eigenuity Inc. and/or our independent providers of content ("ICPs") with all rights reserved. Without limiting the generality of the foregoing, you are not permitted to use any trademark or trade name of Eigenuity Inc., including our logo, without our express permission. All rights, title and interest in and to the Website and App are and will remain the exclusive property of Eigenuity Inc., our ICP’s and licensors.

The Website, App and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, App or their contents.

Your Feedback and Suggestions for Improvement

You agree that all feedback, comments, and suggestions for improvements (the "Feedback") you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights therein. As a result, we may implement such Feedback into the App. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining such intellectual property rights.

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. WE MAY TAKE THE APP OFFLINE FOR BOTH SCHEDULED AND UNSCHEDULED MAINTENANCE.

YOU AGREE AND ACKNOWLEDGE THAT WHEN YOU UPLOAD VIDEOS OR OTHER CONTENT TO THE APP, OTHER USERS MAY USE THAT CONTENT TO CREATE THEIR OWN DERIVATIVE WORKS WHICH THEY, AND OTHERS, MAY SHARE ON THE INTERNET, AND ONCE SHARED ON THE INTERNET MAY BE DIFFICULT, OR IMPOSSIBLE, TO EVER REMOVE. YOU SHOULD ONLY UPLOAD AND SHARE CONTENT YOU ARE COMFORTABLE HAVING ONLINE INDEFINITELY.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMMISSIONS, INCLUDING THE UNLAWFUL OR NEGLIGENT ACTS OR OMISSIONS, OF OUR USERS, INDEPENDENT CONTRACTORS AND THIRD-PARTY SERVICE PROVIDERS.

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR CONTRACTORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES YOU SUFFER ARISING FROM OR IN ANY WAY RELATED TO OUR WEBSITE OR APP, REGARDLESS OF LEGAL THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR APP, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR CONTRACTORS, THEN YOUR REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND APP AND REQUESTING THAT WE DELETE YOUR ACCOUNT.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR APP, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN CAD $5.00.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO OUR WEBSITE OR APP WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM; (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCOROPRATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING BUT NOT LIMITED TO, THEIR INTELLECTUAL PROPERTY RIGHTS; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE; OR (IV) ANY CLAIM FOR DAMAGES SUFFERED BY ANY OF OUR USERS AS A RESULT OF YOUR ACTIONS, ERRORS, OMMISSIONS OR FAILURE TO REMOVE THEIR COPYRIGHTED MATERIALS FROM OUR APP OR THE INTERNET.

Linked Sites

Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or App, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users may provide links and references to material on other websites not owned or operated by us. Links found on our Website or App are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.

Contests

From time to time, we may make contests available to users of the Website and App. All contests are governed by these Terms and the applicable contest rules (“Contest Rules”). By participating in a contest through the Website or App, you signify your agreement and acceptance of the applicable Contest Rules.

Law of the Contract (Governing Law) and Jurisdiction

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

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

Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a court of competent jurisdiction may imply or impose a lawful or enforceable term which best reflects the intention of the provision, as originally drafted.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the fullest extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on our Website or App are hereby incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

Termination

Though we would much rather you stay, you can stop using our Website and App at any time. Please contact us to learn more about cancelling your account. We reserve the right to suspend your account or access to our Website or App at any time, with or without cause, and with or without notice.

Your cancellation, suspension or termination of access to our Website or App shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website or App, the transfer of control of Eigenuity Inc., or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

In the course of using your account with us or using our Website and App, you may be required, or by your actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including, for example, social media account login providers (Facebook and Google). You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.

Any new features that augment or enhance the current Website or App, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website or App after any such changes shall constitute your consent to such changes.

AMENDMENTS

AS OUR WEBSITE AND APP CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR APP, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND APP AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND APP AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.