Terms of Sale

Updated and effective as of December 4th, 2021

Welcome to the Portable North Pole!

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

Introduction

This is the Terms of Sale of the Portable North Pole (“PNP”), which is a product and service offering of UGroupMedia, Inc., a Canadian corporation (“UGM”).

These Terms of Sale apply to your:

• Purchase, download, installation, access or use of Content and the PNP Mobile Apps (both as defined below) and

• Purchase of PNP Products (as defined below).

The internet websites listed below (“PNP Sites”) and the services that are offered on the PNP Sites and the PNP Mobile Apps (the PNP Services) allow you to create personalized digital content (Content), including videos and calls.

The term PNP Services includes your Submissions and Content for both PNP Sites and PNP Mobile Apps. The PNP Mobile Apps are made available through third party Software Stores and are subject to separate terms of the applicable Software Store. In addition, the PNP Sites may also allow you to purchase physical goods and merchandise (the PNP Products).

Other terms that apply to you

Please note that your use of our websites and apps is subject to our Terms of Use.

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

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

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

https://www.portablenorthpole.com/

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

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

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

These Terms of Sale apply to both to free versions and paid for Content and the PNP Mobile Apps. There will be no charge or payment required for the free versions. In addition, the Terms of Use and the Privacy Policy apply to the Content and the PNP Mobile Apps. In the event of any conflict among these documents, then these Terms of Sale will control over the Terms of Use and Privacy Policyas it relates to purchasing, downloading, installing, accessing and using the Content or PNP Mobile Apps or the purchase of PNP Products.

These Terms of Sale include a class action waiver and waiver of jury trials, and requires binding arbitration on an individual basis to resolve disputes. See Section 12. g. below, “What is the dispute resolution process for these Terms of sale and the Content, PNP Mobile Apps, and PNP Products?”

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

By downloading, installing, using or purchasing any Content or PNP Mobile Apps or purchasing any PNP Products you are requested to accept and to agree to these Terms of Sale. If you do not want to accept and agree, do not purchase, download, install or use any Content or PNP Mobile Apps or purchase any PNP Products.

As noted in Section 12.h. below, “How we will notify you of any changes to these Terms of Sale and when will those changes take effect?,” we reserve the right to update or alter these Terms of Sale at any time in the future. You should review these Terms of Sale regularly to ensure that you are aware of any changes.

A special notice to those who live outside of the United States.

If you live outside of the United States, by purchasing, downloading, installing or using our Content or PNP Mobile Apps and providing us with personal information or by purchasing our PNP Products, you acknowledge and agree that your personal information may be processed for the purposes identified in the Privacy Policy.

2. What are the Conditions of Use of the Content, PNP Mobile Apps and PNP Products?

As provided for in the Terms of Use, you must be 14 years or older to use the PNP Sites and PNP Services or to provide us with any personal information. In addition, you must be 14 years or older to purchase, download, install or use the Content or the PNP Mobile Apps.

In order to purchase, download, install and use the Content or PNP Mobile Apps or to purchase PNP Products, you must create an account or alternatively, you may use either FaceBook Connect, Google Connect or Apple Connect to create an account as provided for in the Terms of Use. You understand and agree to the conditions of use set forth in the Terms of Use and that you will use the Content in accordance with these Terms of Sale and will use the PNP Mobile Apps in accordance with these Terms of Sale and the applicable Software Stores terms, including any end user license agreement. You agree to comply with the Terms of Use, these terms of sale and any and all instructions and general notices to you which are broadcasted on the PNP Site, or which we may send to you in email, or otherwise bring to your attention from time to time.

3. What are our purchase terms for the Content and PNP Product?

Note that the purchase price will be identified at the point of sale. There will be no charge or payment required for free versions.

For our Content and PNP Services

When you purchase, install, download and use our Content from our PNP Site (but not from the Software Stores referred to below), we will bill you on an order-by-order basis through our third party payment processor the purchase amount to your specified account, such as, for example, a debit, credit, bank, PayPal or other payment account, when you click “submit” (or a similar wording) on the order on download page. You understand that, subject to Section 8 of these Terms of Sale, the sale of the Content is a final, non-cancellable and non-refundable sale, effective the moment you click on the “confirm payment” (or a similar wording) button, except as expressly otherwise provided in these Terms of Sale or as otherwise determined by us in our sole discretion. The sale of Content means the license to use the Content as set forth in these Terms of Sale and the Terms of Use. By submitting an order, you authorize UGM, or its designated payment processor, to automatically charge the purchase amount, to the payment account you specified for the purchase. No purchase will become effective unless and until your payment has been accepted and processed. Currency of payment will be determined based on your IP address for any purchase made on PNP Sites. For PNP Mobile Apps the currency of payment will be in accordance with Software Store terms under which you registered. UGM reserves the right to report, investigate and prosecute to the fullest extent required or permitted under applicable law, any fraudulent, unauthorized or otherwise unlawful use of any payment account by any person on or through the PNP Sites. The price of Content may change without notice.

For our PNP Products

From time to time, we may offer tangible, physical goods (e.g., books, puzzles, plush toy, letters from Santa, gift card etc.) (“PNP Products”) for purchase on or through the PNP Sites. Such PNP Products, if purchased, will be shipped FOB Shipping Point. Title to the PNP Products passes from UGM or our supplier to you upon shipment. Subject to the following return and refund policies, all purchases of PNP Products on or through the PNP Sites are final, non-cancelable and non-refundable. If the PNP Products are provided through a third party site, such as, amazon, johnlewis.com, target.com, barnesandnoble.com, hhq.com.au or other e-commerce site, then the purchase and exchange and return policies of that third party site apply. The price of PNP Products may change without notice.

4. What terms apply when I purchase PNP Mobile Apps at the third party Software Stores?

You may purchase PNP mobile applications (including the mobile games entitled “PNP Santa Sprint” and PNP-Portable North Pole) (“PNP Mobile Apps”) through a participating third-party online store, application store, or other store authorized by us (e.g., the Apple App Store or the Google Play Store; hereinafter, the “Software Stores”). The sale of PNP Mobile Apps through a Software Store is subject to that Software Store's governing documents, including terms of the Software Store and any end user license for the PNP Mobile Apps. In addition to those Software Stores terms, these Terms of Sale and the Terms of Use, Privacy Policies apply as well. In the event of a conflict between these Terms of Sale or the Terms of Use and end user license agreement for the PNP Mobile Apps, the end user license agreement shall control. In the event of any conflict these Terms of Sale or Terms of Use and the Software Store terms (other than the end user license agreement) for the PNP Mobile Apps, then these Terms of Sale and Terms of Use shall control except to the extent prohibited by the Software Store terms or applicable law.

5. How do we confirm your purchase and how do you obtain the Content? What time limits and restrictions apply to creating, consuming, accessing and deleting the Content?

You understand that, at the time of purchase from our PNP Sites, we will send you an email confirming your purchase and you will be able to access your Content from your PNP account in the appropriate sections. You understand and agree that you are responsible for ensuring that your email and internet security software will allow you to receive emails from us, and for ensuring that a video player is installed and in good functioning order on your device, in order for you to be able to view the Content properly. You acknowledge and agree that, upon making the Content available to you for download, we will have fully satisfied our obligation to deliver or otherwise provide the Content, regardless of your failure or inability to view, play, use or store the Content.

Time limits for purchasing, creating and consuming Content and the deletion of content shall be in Exhibit A (hereunder), Unlimited Passes Terms and Availability, and Deletion. We reserve the right to delete your Submissions, personalized video Content and account registration information prior to the time provided for in Exhibit A or elsewhere in these Terms of Sale, Terms of Use or Privacy Policy.

PNP Mobile Apps

The above terms in this Section 5 apply to Content for PNP Mobile Apps as well.

Santa’s Calls: Santa’s calls are not available in all countries and for all phone numbers.

6. How do you configure your devices to download, view and play the Content?

You understand and agree that it is your responsibility to use devices and software which will enable you to receive and read the Content files. UGM will deliver Content files as follows: downloadable videos will be delivered in MP4 format; videos will not be delivered via DVD. Although the MP4 video can be read on several video players, UGM recommends the use of QuickTime(R) Player for best results (free download available here). Please refer to the FAQ for more information regarding the technical requirements to read the Content files.

7. What is an “Unlimited Package” and what terms apply to it?

From time to time, UGM may offer for sale ''unlimited'' packages (Video Pass, Magic Pass, Ultimate Pass or any other similar name) of its Content on its PNP Sites and/or PNP Mobile Apps, including premium video messages, video downloads, and calls from Santa. Unlimited packages are only for your Personal Use. Any other use is strictly prohibited, including any use of a public or commercial nature, or any use wider in scope than the Terms of Use and these Terms of Sale. For example, do not share your log in credentials and password of your PNP account with any other person or post that information on any social media site. UGM reserves the right to suspend and/or permanently disable access to any PNP account with an unlimited package, at any time and without refund, if UGM determines, in its sole discretion, that such use is unreasonable, abusive, or otherwise in violation of the Terms of Use or these Terms of Sale.

An Ultimate Pass will be active until September 30th 10 years after purchase (e.g., any purchase made during 2021 will expire on September 30, 2031), or will be cancelled if the account becomes inactive (26 months after the last activity on the account).

At any given time, we reserve the right to update or modify any of our product packages, including the options available in a Magic Pass.

At any time, UGroupMedia reserves its rights to modify or cancel any of its product packages.

8. What is our Return and Refund Policy?

For Content you obtain on our PNP Site Only

If you are not satisfied with our Content, then we may subject to our reasonable discretion credit your payment account to provide you with a refund for the Content subject to the following terms:

• Make your refund request by accessing here within 10 calendar days from the date of your purchase and before December 20th, 2021. We or our payment processor may require proof of purchase details to process the refund.

• You must cease using, return and delete any copies of any Content, in your possession and acknowledge in writing to us that you have done so

• Provide us with reasonably requested feedback as set forth in our forms on our products and services and any issues, concerns or suggestions that you may have (e.g., why you didn’t like it, technical problems you had, etc.).

• We reserve the right to not credit your account if you did not follow these Return and Refund terms, you breached the terms of sale, or we reasonably believe that you may be abusing or not using in good faith the Return and Refund Policy. For example, if you purchase the Content and use it, and then ask for a refund so that you can use the Content for free or if you purchase the Content and ask for refunds more than once.

• Our payment processor will only credit the same account that you have provided for payment. There will be no exceptions and we will not issue any payment or refund directly to you.

• The timing of the credit will be in accordance with our procedures and the payment processors normal procedures.

• The payment processor may deduct any taxes, processing fees paid from your refund in accordance with the payment processor’s terms.

• This is your sole and exclusive remedy for any issues or concerns that you may have with regard to your to access and use of the PNP Services and Content, including without limitation, your ability to download the PNP Services and Content and use and display them on your devices in a manner consistent with these Terms of Sale and the Terms of Use.

For PNP Mobile Apps you purchase through the third party Software Stores:

The return and refund policy in these Terms of Sale does not apply. See the terms of the Software Store.

Please note, we reserve the right to cancel and/or update this Return and Refund Policy at any time on the same terms as it may update these Terms of sale. See Section 12.h., “How we will notify you of any changes to these Terms of Sale and when will those changes take effect?” below.

9. What license and intellectual property rights and obligations apply?

Scope of License; Ownership Rights

Upon receipt of payment by us, UGM hereby grants to you a personal and perpetual nonexclusive, revocable, limited, nontransferable and non-sublicensable license and right to use and store 1 copy of the Content created for you by UGM, in the format provided (e.g., MP4, etc.), but only for your Personal Use and not for any commercial or public viewing use, on a maximum of 3 different devices. You may also store a back-up copy on up to two additional devices. You understand and agree that, except for your Submissions (e.g., media provided by you specifically for the creation of the Content), any and all intellectual property rights and title to the Content remain exclusively with UGM. No right, title, interest or permission concerning the Content created for you by UGM is transferred or given to you, except for the right of use of the Content as explicitly described in these Terms of Sale. This license in this Section 9 applies to the use of Content on the PNP Sites as well as the PNP Mobile Apps.

Copyright and other Intellectual Property Rights

All rights, title and interests, including without limitation any copyrights, trademarks, patents, trade secrets and other intellectual property rights, in and to the PNP Sites, PNP Services, Content and any other content (including but not limited to any digital images, photographs, and examples provided on the PNP Site and/or PNP Mobile Apps), any accompanying printed materials, or material provided on the PNP Sites or PNP Mobile Apps are owned by UGM and, as applicable, its licensors and protected by copyright, trademark, patent, trade secret and other intellectual property laws. For purposes of clarity this provision applies as well to the PNP Mobile Apps.

Use Restrictions

You understand that you are not permitted to reproduce, distribute for commercial purposes, resell, lease, sublicense, rent, trade, or otherwise use the Content or PNP Mobile Apps in any manner other than as expressly authorized by UGM in these Terms of Sale and in the case of PNP Mobile Apps as expressly authorized in these Terms of Sale and the applicable terms of the Software Store, including any end user license agreement.

You also understand that you are not permitted to modify, adapt, decode, reverse engineer, decompile or create derivative works based on the PNP Services, including without limitation any Content or PNP Mobile Apps, without our prior written consent.

You understand and acknowledge that you are not permitted to use the PNP Services to aid in the conception or development of any computer software program, component or code substantially similar to those of the PNP Services.

10. What “Limited Warranty” applies?

UGM’s Media Rights

Except for those Submissions which you provide to us, UGM warrants that it has the right to grant this license to use the Content and PNP Mobile Apps, and that the elements which they contain are owned or licensed by UGM, as described in these Terms of Sale and the license agreement contained herein. If there is a breach of this warranty, then your sole and exclusive remedy is a refund of the price paid for the infringing item. You agree to promptly notify us of the breach and immediate cease use of the infringing item.

Disclaimer of Warranty

Except as expressly specified in these Terms of Sale, or for PNP Mobile Apps except as may be expressly specified in the Software Store terms including any end user license agreement, UGM makes no warranties, express or implied, with regards to the PNP Services, PNP Products, and Content. UGM does not represent or warrant that they will be compatible with your devices, or that it will not conflict with other programs, applications, or operating systems on your devices. You assume the risk of any device failure, malfunction, or crash; or loss, alteration or corruption of data resulting from downloading or using the PNP Services, PNP Products, or Content, and UGM shall have no liability therefore. Please maintain backup copies of your Submissions as your Submissions may be accidentally lost, altered or destroyed.

The above warranty and disclaimer of warranty apply to the use of Content on the PNP Sites as well as the PNP Mobile Apps.

UGM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST LATENT DEFECTS OR USE WITH RESPECT TO THE PNP SERVICES OR CONTENT OR ANY DATA, SOFTWARE, PROCESSES, OR MATERIALS INCLUDED THEREIN.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES AS PROVIDED FOR IN THIS SECTION 10 OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES AS REFERRED TO IN SECTION 11 BELOW, “What limits of liability apply to these Terms of Sale and what kind of damages are excluded?”. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSION OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. What limits of liability apply to these Terms of Sale and what kind of damages are excluded?

The limit of liability that applies to these Terms of Sale is set forth in Section 10 of the Terms of Use, “What are our limitations on liability and what kind of damages are excluded?

12. What other terms do you need to understand?

a. Who we are and how to contact us?

We are UGroupMedia, Inc. a Canadian corporation based in Montreal with our principal place of business at:

UGroupMedia, Inc.,
460 Sainte-Catherine Street West, Suite 500,
Montreal (Quebec) Canada H3B 1A7
Phone: +1 514-871-3888
Email: gdpr@ugroupmedia.com

If you have questions or concerns about these Terms of Sale, please contact us HERE.

b. What happens if you fail to comply with these Terms of Sale or the Terms of Use

If you fail to comply with any of your obligations as described in these Terms of Sale or the Terms of Use, or with respect to PNP Mobile Apps, the Software Store terms, including any end user license agreement, your license and right to use the PNP Services and Content shall be automatically terminated, without notice.

c. Who is responsible for Taxes?

Our prices and fees are net of any applicable taxes. You are responsible for any and all applicable sales, use and other taxes, duties, and governmental fees and charges payable in connection with your purchase made on or through the PNP Sites or PNP Services or Content. If you do not pay such taxes or fees on a transaction, you will be responsible for such taxes or fees, including any related penalties or interest, in the event that they are later determined to be payable on such sale, and UGM reserves the right to collect or withhold such taxes or fees from you at any time. For any PNP Mobile Apps purchased at the Software Stores, the terms and the practices of the applicable Software Stores shall apply with respect to the collection and withholding of taxes.

d. What happens if UGM does not enforce its rights and remedies?

The failure by UGM at any time to enforce any of the provisions of these Terms of Sale or any right or remedy available hereunder, or at law, or in equity, shall not constitute a waiver of such provision, right, remedy or option, or in any way affect the validity of these Terms of Sale.

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

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

f. What laws govern these Terms of Use

These Terms of Sale shall be governed by and construed in accordance with the laws applicable in the Province of Quebec, Canada as provided for in the Terms of Use.

g. What is the dispute resolution process for these Terms of sale and the Content, PNP Mobile Apps and PNP Products?

Unless restricting the use of the courts it is prohibited in your jurisdiction, all claims and disputes arising out of or related to these Terms of Sale or the PNP Products, PNP Mobile Apps or Content are subject to binding arbitration as provided for in the Terms of Use.

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

We reserve the right to update or alter these Terms of Sale at any time in the future and when we do so we will revise the “most recently updated” date provided for at the top of these Terms of Sale.

We will notify registered PNP account holders about material changes to these Terms of Sale by either sending a notice to the e-mail address you provided to us or by placing a notice on our PNP Site.

UGM may require you to consent to the updated Terms of Sale in a specified manner before further use of the PNP Sites, PNP Services or Content is permitted. For example, if you created personalized Content last year under last year’s Terms of Sale and then accessed that same personalized Content this year after the effective date of these current terms of sale, then these current terms of sale will apply to your use of that Content after the effective date of these current terms of sale.

If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the PNP Site, PNP Services and Content and delete your PNP account.

i. PNP Children’s Hospital Program

UGM will donate to various children’s hospitals up to 5 percent of the net amount UGM receives solely for the online sales on the PNP Websites purchased at any time during the 2021 calendar year. The net amount will be calculated based on the amount paid to UGM for for the online sales on the PNP Websites after deducting any rebates, discounts or refunds (if any) and deducting any amounts paid for taxes, shipping, handling and transactions fees (e.g., credit card, bank, payment, currency exchange processing fees). The donation will be paid to hospitals within 120 days after the end of the calendar year. UGM reserves the right to deduct reasonable fees and costs incurred by UGM operating and managing the PNP Children Hospital Program. Sales for PNP Product (physical goods and merchandise) or on Software Stores, in-app purchases made within PNP Mobile Apps, our affiliates’ websites, resellers’ websites, Daily Deal packages, advertising and sponsorships are not eligible for inclusion in the PNP Children’s Hospital Program charitable contribution.

Exhibit A

UGroupMedia Inc., all rights reserved 2007-2022.