Table of Contents

    Terms & Conditions

    The following information is provided for general informational purposes only and does not constitute legal advice. Consult qualified counsel to tailor these terms to your operations and jurisdictions.

    For Ella-specific terms, see the Ella Terms Supplement.

    Translations and effective date

    These Terms & Conditions have been prepared in English and may be translated into the following languages for convenience: Czech, Dutch, English, French, German, Hindi, Hungarian, Italian, Japanese, Korean, Malay, Polish, Portuguese, Russian, Simplified Chinese, and Spanish. The English version is the official version. If there is any inconsistency or conflict between a translation and the English version, the English version prevails.

    Effective: June 24, 2025.

    If you are visually impaired, have another disability, or seek support in other languages, you may request accessible versions of these Terms by emailing help@umbrellajournal.ca.

    Important notices

    Not for emergency use. Umbrella Journal’s products and services are not intended for medical emergencies. If you are in the United States and are having thoughts of suicide or self‑harm, call or text 988 (Suicide & Crisis Lifeline). For medical or mental‑health emergencies, call 911 or go to the nearest emergency room. If you are outside of the United States, contact your local crisis or emergency resources or go to the nearest emergency room.

    Arbitration and class‑action waiver. Please note these Terms contain a binding arbitration clause and a class‑action waiver (see Section 14). Except for certain disputes described there, disputes will be resolved by mandatory binding arbitration and you waive any right to participate in a class action.

    Privacy and sensitive information. Protecting your personal information is important to us. Your use of Umbrella Journal’s products and services is also subject to our Privacy Policy. Depending on your location, certain information you provide (for example, information about mental‑health status) may be considered sensitive under applicable laws (e.g., special‑category data under the GDPR or consumer health data under certain U.S. state laws). Please review our Privacy Policy for details about how we handle such information.

    1. GENERAL INFORMATION

    1.1 UMBRELLA JOURNAL PRODUCTS

    These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on www.umbrellajournal.ca (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Umbrella Journal). Please read these terms and conditions, carefully before ordering any Products from the Website or third party App stores (e.g. the Apple App Store, the Google Play Store, etc.). The terms “Umbrella Journal,” “us” or “we” refers to Umbrella Journal Inc. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By downloading our Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.

    Our contact email address is help@umbrellajournal.ca. All correspondence to Umbrella Journal including any queries you may have regarding your use of the Products or these Terms should be sent to this contact email address.

    1.2 BASIS OF LICENSE

    1. (a) These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.
    2. (b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Umbrella Journal.
    3. (c) AS PART OF YOUR USE OF THE PRODUCTS, YOU AGREE TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN CANADA AND, WHERE NECESSARY, IN OTHER JURISDICTIONS (INCLUDING THE UNITED STATES) BY OUR SERVICE PROVIDERS FOR PURPOSES SUCH AS PAYMENTS, ANALYTICS, AND OPERATION OF THE PRODUCTS. BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT PERSONAL INFORMATION TRANSFERRED OUTSIDE YOUR PROVINCE OR COUNTRY MAY BE SUBJECT TO THE LAWS OF THOSE JURISDICTIONS. WE TAKE MEASURES REQUIRED BY APPLICABLE LAW (INCLUDING PIPEDA, WHERE APPLICABLE) TO SAFEGUARD TRANSFERS, STORAGE, AND USE OF PERSONAL INFORMATION.

    1.3 CHANGES TO TERMS

    Umbrella Journal reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.umbrellajournal.ca. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.

    Health and Safety; No Medical Advice

    • Umbrella Journal is a wellness and journaling platform and does not provide medical care, mental health treatment, diagnosis, or psychotherapy. No provider–patient, therapist–client, or other professional relationship is created by your use of the Products.
    • Content, prompts, insights, and any AI‑generated outputs are for educational and self‑reflection purposes only and are not a substitute for professional advice from a qualified clinician who is familiar with your individual circumstances.
    • Do not disregard, avoid, or delay obtaining medical or mental health advice from a qualified professional because of information available through the Products.
    • Emergency and crisis: If you are in danger or experiencing a medical or mental health emergency, call your local emergency number immediately. In the U.S. and Canada, dial 911 for emergencies and 988 for suicide & crisis support; outside these regions, contact your local emergency services.

    AI and Content Disclaimers

    • AI‑generated content may be inaccurate, incomplete, or inappropriate for your situation. You are solely responsible for how you use any output and for independently evaluating it before taking action.
    • The Products do not perform clinical monitoring and are not intended to detect or predict risks of self‑harm, harm to others, or medical conditions.
    • Beta or experimental features may change or be discontinued without notice and are provided “as is.”

    AI Companion Content Rules

    For the conversational assistant and any other generative features (“AI Companion”), “Input” means the prompts, uploads, or other data you provide to the Products, and “Output” means the responses returned to you. Input and Output together are “Content.”

    • You retain whatever ownership rights you hold in your Input, and we assign to you any rights we have in the Output, subject to these Terms and any rights held by third parties.
    • Because of how generative AI works, Output may be similar to responses provided to other users. That overlap does not give you or Umbrella Journal any rights in other users’ content or vice versa.
    • You are responsible for your Content and represent that you have all rights necessary to provide Input without violating applicable law or these Terms.
    • We may use Content to operate, troubleshoot, secure, and improve the Products (for example, to test safety systems, enforce policies, or comply with law). De-identified or aggregated Content may be used to help us develop new features.

    AI Companion Use Restrictions

    • Do not reverse engineer, decompile, or interfere with any models, algorithms, or systems powering the AI Companion, and do not help anyone else to do so.
    • Do not automatically scrape, extract, or harvest Output at scale, and do not use Output to train, improve, or validate a product or service that competes with Umbrella Journal.
    • Do not misrepresent that Output was created solely by a human when it was generated by the AI Companion, and do not remove built-in safety notices or rate limits.
    • You must incorporate human review before relying on Output for any decision that could materially impact health, safety, employment, housing, credit, legal rights, or other significant outcomes.

    Use Restrictions; High‑Risk Activities

    • You agree not to use the Products in situations where errors or omissions could result in death, personal injury, or severe physical or environmental damage.
    • You may not rely on the Products for emergency response, crisis intervention, or as a replacement for professional treatment plans.

    Age and Eligibility

    • You must be the age of majority in your province, state, or country to create an account. Individuals under the age of majority may only use the Products with the involvement and consent of a parent or legal guardian and under that person’s account.
    2. MEMBERSHIPS

    2.1 BECOMING A MEMBER

    (b) In the course of your use of the Products, you may be asked to provide certain personalized information to us (such information is referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Umbrella Journal Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

    (c) By downloading the Products, you warrant that:

    (i) You are legally capable of entering into binding contracts; (ii) All registration information you submit is truthful and accurate; (iii) You will maintain the accuracy of such information; and (iv) Your use of the Products does not violate any applicable law or regulation.

    2.2 ONCE A USER

    You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.

    2.3 USE OF Umbrella Journal BY MINORS

    You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may view the audiovisual content displayed in the Products only with the involvement and consent of a parent or legal guardian, under such person's account, and otherwise subject to these Terms.

    2.4 DEVICE REQUIREMENTS

    To enjoy Umbrella Journal via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and the Google and Apple marketplaces.

    2.5 CHANGING FEES AND CHARGES

    We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

    2.6 SUBSCRIPTIONS, BILLING, AUTO‑RENEWAL AND CANCELLATION

    If you purchase a subscription, it will continue and automatically renew at the then‑current price and interval unless canceled in accordance with this section. You authorize us (or our payment processor or the app store provider) to charge the applicable fees and taxes at each renewal, until you cancel.

    App Store and Google Play: If you subscribed via Apple’s App Store or Google Play, billing and cancellation are managed by those app stores. To cancel, open the respective store’s subscription settings and cancel at least 24 hours before the renewal date. We do not have the ability to cancel app‑store subscriptions on your behalf.

    Free trials and promotions: If your subscription includes a free trial or promotional price, your subscription will convert to a paid subscription at the end of the trial/promo unless you cancel before conversion. We will disclose the price and term before you start the trial.

    Refunds: To the extent permitted by law and applicable app store policies, fees are non‑refundable. Your statutory rights are unaffected.

    3. PROHIBITED USE OF THE PRODUCTS

    3.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.

    3.2 You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.

    3.3 By breaching the provisions of this section 3, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

    3.4 You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Umbrella Journal.

    4. MATERIALS OFFERED THROUGH THE PRODUCTS

    4.1 COPYRIGHT

    (a) All materials (including software and content whether downloaded or not) contained in the Products are owned by Umbrella Journal (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

    (b) You acknowledge and agree that certain materials on or in the Products are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of section 12 against you.

    (c) Audio or video content from Umbrella Journal not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.

    (d) The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.

    (e) A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by Umbrella Journal through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), Umbrella Journal grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.

    (f) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Umbrella Journal will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

    4.2 TRADEMARKS

    Umbrella Journal®, the Umbrella Journal logo and all other Umbrella Journal product or service marks are trademarks of Umbrella Journal Inc. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. Umbrella Journal will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

    4.3 USER CONTENT; LICENSE TO Umbrella Journal

    You may submit content to the Products (for example, journal entries, notes, tags, or feedback) (collectively, “User Content”). You retain ownership of your User Content. You grant Umbrella Journal a non‑exclusive, worldwide, royalty‑free license to host, store, process, transmit, and display your User Content solely as necessary to operate, maintain, and improve the Products and to provide support. We will not publicly display your private journal content.

    You represent that you have the necessary rights to your User Content and that uploading it does not infringe the rights of any third party. You may delete User Content through the Products where that functionality is available, or by contacting help@umbrellajournal.ca.

    5. AVAILABILITY OF PRODUCTS

    5.1 Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at help@umbrellajournal.ca and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time.

    5.2 Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing help@umbrellajournal.ca.

    6. LINKS TO WEBSITES/HOME PAGE

    6.1 We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for:(a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

    6.2 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Umbrella Journal. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to help@umbrellajournal.ca

    7. PRODUCTS DISCLAIMER

    The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

    Disclaimer of Warranty and Limitation of Liability

    YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PRODUCTS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.

    YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

    YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

    If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

    This section (limitation of liability) shall survive the termination or expiration of this Agreement.

    8. MEDICAL DISCLAIMER

    8.1 Umbrella Journal provides educational journaling and cognitive‑behavioral tools intended to support personal well‑being. We are not a health care or medical device provider, nor should our Products be considered medical advice. Only your physician or other health care provider can do that. While there is third party evidence from research that journaling and CBT‑informed practices can assist with well‑being for some people, Umbrella Journal makes no claims, representations or guarantees that the Products provide a physical or therapeutic benefit.

    8.2 Any health information and links on the Products, whether provided by Umbrella Journal or by contract from outside providers, is provided simply for your convenience.

    8.3 To the extent that you participate in any movement content featured in the Products (“Umbrella Journal Move Mode”), you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake, including Umbrella Journal Move Mode, especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Umbrella Journal has advised you of the necessity of doing so.

    8.4 Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

    8.5 There have been rare reports where people with certain psychiatric problems like anxiety and depression have experienced worsening conditions in conjunction with intensive CBT or related practices. People with existing mental health conditions should speak with their health care providers before starting a CBT practice.

    10. END USER LICENSE

    10.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 10, and these other Terms, and your payment of applicable subscription fees, Umbrella Journal grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products.

    10.2 The Products contain or embody copyrighted material, proprietary material or other intellectual property of Umbrella Journal or its licensors. All right, title and ownership in the Products remain with Umbrella Journal or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and our other Terms.

    10.3 You agree that you will not and you will not assist or permit any third party to:

    • (a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products;
    • (b) Use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
    • (c) Rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part;
    • (d) Tamper with the Products or circumvent any technology used by Umbrella Journal or its licensors to protect any content accessible through the Products;
    • (e) Circumvent any territorial restrictions applied to the Products; or
    • (f) Use the Products in a way that violates this License Agreement or the other Terms.

    10.4 You may not make the Products available to the public. The Products made available (in whole or in part) are owned by Umbrella Journal or its licensors and your use of them must be in accordance with these Terms.

    11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE

    11.1 We are committed to complying with copyright and related laws, and we require all users of the Products to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

    11.2 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below.

    11.3 If you believe that your work has been copied and posted on the Products in a way that constitutes copyright infringement, please provide our designated agent with the following information:

    • (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    • (b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
    • (c) A description of where the material that you claim is infringing is located on the Products;
    • (d) Your address, telephone number, and email address;
    • (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
    • (f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    • (g) Our designated agent for notice of claims of copyright infringement can be reached as follows:

    Designated Agent: Legal Department
    Umbrella Journal Inc.
    Toronto, Ontario, Canada
    Email: help@umbrellajournal.ca

    By E-mail: lawyer@umbrellajournal.ca

    12. GENERAL TERMS AND CONDITIONS

    12.1 ASSIGNMENT BY US

    Umbrella Journal may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

    12.2 INDEMNITY BY YOU

    You agree to defend, indemnify and hold Umbrella Journal and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of any message, content, information, software, or other submissions through the Products, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of the Products; or (iv) your breach or violation of the law or of these Terms. Umbrella Journal reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Umbrella Journal’s defense of such claim.

    12.3 WARRANTIES AND LIMITATIONS

    (a) This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

    (b) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.

    (c) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.

    (d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Umbrella Journal be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by Umbrella Journal Inc.’s CBT’s gross negligence, recklessness, or willful misconduct.

    (e) The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties.

    (f) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

    12.4 NO WAIVER

    If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

    12.5 FORCE MAJEURE

    We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

    12.6 INTERPRETATION

    In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

    12.7 ELECTRONIC COMMUNICATIONS

    (a) Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

    (b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do not have a printer, you can copy the text and the underlying agreement(s) and paste them into a new document in a word processor or a text editor on your computer and save the text.

    (c) You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at help@umbrellajournal.ca

    (d) We may charge you a reasonable service charge to mail you a paper copy of any communication. We will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the particular communication.

    (e) To receive and view an electronic copy of the communications you must have the following equipment and software:

    • (i) A personal computer or other device which is capable of accessing the Internet. Your access to this page verifies that your system/device meets these requirements.
    • (ii) an Internet web browser which is capable of supporting 128-bit SSL encrypted communications, JavaScript, and cookies. Your system or device must have 128-bit SSL encryption software. Your access to this page verifies that your browser and encryption software/device meet these requirements.

    (f) To retain a copy, you must either have a printer connected to your personal computer or other device or, alternatively, the ability to save a copy through use of printing service or software such as Adobe Acrobat®. If you have a word processor or text editor program on your computer, then you can also copy the text and paste the text into a new document in the word processor or text editor and save the text.

    You can also contact us via email at help@umbrellajournal.ca to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.

    (h) We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.

    Modifications, Termination, Interruption and Disruptions to the Products

    You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Products, any part of the Products or the use of the Products, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

    The Products depend on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Products’ reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Products will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

    12.8 NOTICES

    Unless otherwise specifically indicated, all notices given by you to us must be given to Umbrella Journal at help@umbrellajournal.ca. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.7 above. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.

    12.9 ENTIRE AGREEMENT

    These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.

    12.10 THIRD PARTY RIGHTS

    A person who is not party to these Terms will not, subject to section 11 (DMCA), have any rights under or in connection with these Terms.

    12.11 LIMITATION OF Umbrella Journal’S LIABILITY

    (a) We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for:

    • (i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).
    • (ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.
    • (iii) Any use of websites linked to the Products but operated by third parties.

    (b) TO THE FULLEST EXTENT PERMITTED BY LAW, Umbrella Journal AND ITS AFFILIATES, SUPPLIERS, CLIENTS OR LICENSORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE PRODUCTS, OR LOST BUSINESS OR LOST SALES, OR ANY ERRORS, VIRUSES OR BUGS CONTAINED IN THE PRODUCTS, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON OR THROUGHOUT THE PRODUCTS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE PRODUCTS EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT, IF ANY, PAID BY YOU TO Umbrella Journal FOR YOUR USE OF THE PRODUCTS IN QUESTION.

    (c) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Umbrella Journal be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

    12.12 GOVERNING LAW AND VENUE

    These Terms and any dispute or claim (including non‑contractual disputes or claims) arising out of or in connection with them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The courts located in Toronto, Ontario shall have exclusive jurisdiction, and you and Umbrella Journal consent to personal jurisdiction and venue in those courts. If you reside in a jurisdiction that requires consumer disputes to be brought in your local courts, this clause does not deprive you of any non‑waivable consumer protections.

    12.13 DISPUTE RESOLUTION; CLASS ACTION WAIVER

    To the fullest extent permitted by law, you and Umbrella Journal agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.

    12.14 EXPORT CONTROLS AND SANCTIONS

    You agree to comply with all applicable export control and sanctions laws and regulations, and you represent that you are not located in, and will not use the Products in, any country or region embargoed by Canada, the United States, the United Kingdom, or the European Union.

    These Terms are effective and were last updated on March 9, 2026.

    Umbrella Journal, Inc . Toronto, Canada.

    Contact

    Questions, comments and requests regarding these Terms are welcomed and should be addressed to help@umbrellajournal.ca.