The Upload and Use AGREEMENT

Effective Date: August 18, 2019

Nixelia.com, YuPub.com, and all their subdomains, and mobile apps. (Collectively, the “Site”)

Please read the following Terms and Conditions of Upload and Use Agreement (the “Agreement”) carefully before using the Site. The following Agreement governs your use of the Site and any Nixelia, Inc. (the “Company”) platforms and solutions. By accessing and using the Site, you signify and acknowledge your acceptance of this Agreement and to our General Terms of Use and Privacy Policy. We recommend that you print off a copy of the Agreement for your records, as well as any future versions of it, as we may update it from time to time.

If for any reason whatsoever you do not agree to the Agreement or do not wish to be bound by any or all of its terms, you must not click agree to the Agreement, and you must not access or use any interactive functions of our website, link to our website, contact other users of our website or upload any photographs, illustrations, video, audio and video files, document files such as .PDF, .DOC., DOCX, etc., animations, flash files, data files, and other digital media content ("Content") to our website or YuPub™ platform.

1.Basis of agreement

1. The Agreement, in addition to our Terms of Use, sets out the terms and conditions that apply to you when you access any interactive features of our website, upload content onto our website, interact with other users of our website or use our YuPub™ services and platforms

2. When you click agree to this Agreement, you agree to be bound by the terms set out herein.

2.Variation of this Agreement

1. We may vary the terms of the Agreement from time to time:

a. to reflect any changes in the way we carry out our business;

b. to account for any changes we make to our website, including, without limitation, any new features or functionality we provide, any adjustments to the means by which we provide notices to you, or any changes in the content, purpose or availability of the website; or

c. to ensure that our documentation complies and remains compliant with any and all current and future applicable laws, regulations and guidance.

2. By continuing to access our website after we have updated this Agreement, you agree to be bound by that updated version.

3. You must check this Agreement each time you access our website in order to ensure that you are aware of the terms and conditions that apply to you at that time.

4. If required by law, we will provide you with notice of any changes we make to this Agreement by posting a notice on our website. Where we make any changes to this Agreement, we will post the updated version on our website with a new effective date stated at the beginning of it.

5. The date that this Agreement was last amended is set out at the top of the document and may be described as the document’s “effective date”.

3.Content uploaded to our website

By providing information to, communicating with, and/or placing material or uploading files onto the Site, you represent and warrant that you own or otherwise have all necessary rights to the content you provide and the rights and permissions to use it as provided in this Agreement. You are solely responsible for any and all content that you provide. The Company shall have the right, but not the obligation, in its sole discretion to review, edit or delete Postings that violate any term of this Agreement; or are otherwise illegal or inappropriate as determined in the sole discretion of the Company. Depending on the nature of the violation, the Company shall have the sole discretion whether to terminate your access to the Site. The Company will cooperate fully with any law enforcement authorities or court order requesting or directing it to disclose personal information of anyone who submits content that violate the foregoing terms. Although the Company may from time to time monitor or review content, the Company is under no obligation to do so and assumes no responsibility or liability arising from the content of any content or for any error, defamation, omission, falsehood, obscenity, pornography, profanity, or inaccuracy contained therein. Display of content does not constitute approval or endorsement of same by the Company. Any and all content submitted to the Site will be treated as non-confidential. By submitting content to the Site, you acknowledge that any information disclosed therein may be viewed and used by any third party, is not confidential and may be read or intercepted by others, creates no confidential, fiduciary, contractually implied or other relationship between you and the Company, and is subject to the grant of rights to the Company described elsewhere in this Agreement. You also grant the Company the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication or content you send to us for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. You acknowledge and agree that all rights in this Section are granted without the need for additional compensation of any sort to you and that you are waiving any claim against the Company, its affiliates and related entities, regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.

4.Generally Prohibited Uses.

Without limiting the other provisions of this Agreement in any way, you agree to not use the Site to: a. upload, post, email, transmit or otherwise make available any content that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; b. harm minors in any way; c. impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings transmitted through the Site; e. upload, post, email, transmit or otherwise make available any Postings that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); f. upload, post, email, transmit or otherwise make available any content that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party; g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; i. disrupt the normal flow to act in a manner that negatively affects other users' ability to engage in real time use of the Site; j. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; k. intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to the Immigration and Nationality Act; m. "stalk" or otherwise harass another; and/or n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above. You acknowledge, consent and agree that the Company may access, preserve and disclose your account information and/or content if required to do so by law, or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any of your content violate the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Company, Site users and the public.

5.Responsibility for Content

The Company reserves the right but not the obligation to refuse to accept any content or communication, or take down from the Site any Content or communication at its discretion, including any Content or communication that is or may be illegal, obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, or that violates or may violate this Agreement, its policies, or violate or infringe upon third party rights, as determined by the Company in its sole discretion, with or without notice.