Terms & Conditions of Use

1.1 In these Terms, the following words and expressions have the following meanings unless the context expressly requires otherwise:

• "Account" means the registered user profile created by and associated with you on the Platform, including username, profile information, verification status, and all associated User Content and data.
• "Applicable Law" means, collectively, all federal, provincial, territorial, and municipal laws, regulations, orders, rules, by-laws, guidelines, and directives applicable to The Flockr Inc. or to you in connection with your use of the Platform, including without limitation: the Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5; the Personal Information Protection Act (PIPA), S.B.C. 2003, c. 63; Canada's Anti-Spam Legislation (CASL), S.C. 2010, c. 23; the Criminal Code, R.S.C. 1985, c. C-46; the Copyright Act, R.S.C. 1985, c. C-42; the Trademarks Act, R.S.C. 1985, c. T-13; the BC Human Rights Code, R.S.B.C. 1996, c. 210; the BC Privacy Act, R.S.B.C. 1996, c. 373; the Libel and Slander Act, R.S.B.C. 1996, c. 263; and any successor, amending, or replacement legislation.
• "Community Guidelines" means Koup's rules governing user behaviour and acceptable content on the Platform, as updated from time to time, accessible within the Platform and at koup.ca/guidelines.
• "Content" means any text, images, photographs, graphics, illustrations, audio, video, data, messages, listings, events, posts, comments, reactions, or other material of any kind submitted, posted, uploaded, transmitted, generated, or otherwise made available through the Platform by any person, including Koup and its users.
• "Koup," "we," "us," or "our" means The Flockr Inc., a company incorporated under the Canada Business Corporations Act (CBCA), including its officers, directors, employees, agents, and successors.
• "Koup Content" means all Content created, owned, licensed, or made available by Koup on or through the Platform, including the Platform's design, software, code, databases, interfaces, logos, trademarks, branding materials, and editorial content.
• "Koup Parties" means The Flockr Inc. and each of its past, present, and future officers, directors, shareholders, employees, contractors, agents, affiliates, successors, and permitted assignments.
• "Intellectual Property Rights" means all intellectual property rights and interests recognised under Applicable Law, including copyright, moral rights, trademarks, trade names, service marks, patents, trade secrets, industrial designs, database rights, rights of publicity, and all applications, registrations, and renewals of the foregoing.
• "Personal Information" has the meaning given to it under PIPEDA and PIPA, and generally means information about an identifiable individual.
• "Platform" means the Koup mobile and web application, website (koup.ca), all associated software, APIs, algorithms, features, tools, services, and content operated, maintained, or made available by The Flockr Inc., including but not limited to: Spotlight (dashboard and home feed), Marketplace (peer-to-peer buying and selling), Nest Finder (roommate and housing matching), The Chirp (anonymous post feed), The Flock (friend network), FlyBy (candid and ephemeral photo sharing), Messages (direct and group messaging), and The Perch (campus events).
• "Privacy Policy" means Koup's policy governing the collection, use, and disclosure of Personal Information, incorporated by reference into these Terms and available at www.koup.ca/privacy.
• "Public Content" means all User Content other than Private Content, including posts in The Chirp, content in The Flock, photographs in FlyBy, Marketplace listings, Nest Finder listings, events in The Perch, and your profile information. Public Content is visible to all Verified Students on the Platform.
• "Private Content" means direct and group messages sent through the Messages feature.
• "Sensitive Personal Information" means Personal Information about race or ethnic origin, religious beliefs, political opinions, mental or physical health or condition, sexual orientation or gender identity, financial circumstances, or other categories designated as sensitive under Applicable Law.
• "Supplemental Terms" means any additional or feature-specific terms and conditions made available by Koup in connection with specific features or services of the Platform.
• "Third-Party Services" means any website, application, platform, service, or resource provided by a person or entity other than Koup that may be accessible through, linked from, or integrated with the Platform.
• "User," "you," or "your" means any individual who accesses, downloads, installs, registers for, or uses the Platform in any capacity, whether as a Verified Student, guest, or otherwise.
• "User Content" means all Content created, submitted, posted, uploaded, transmitted, or otherwise made available through the Platform by any User.
• "Verified Student" means a user whose enrollment at a participating Canadian post-secondary institution has been confirmed through Koup's verification process.

1.2 In these Terms, unless the context requires otherwise: (a) the singular includes the plural and vice versa; (b) any gender includes every gender; (c) references to a statute include all subordinate legislation, amendments, re-enactments, and successor legislation; (d) references to a "section" or "clause" are to the relevant provision of these Terms; (e) references to "including" or "includes" mean "including without limitation" and "includes without limitation" respectively; (f) references to "days" mean calendar days unless specified as "business days," which means days other than Saturdays, Sundays, and federal or British Columbia statutory holidays; and (g) headings are inserted for convenience only and do not affect the interpretation of these Terms.

1.3 These Terms must be read together with the Privacy Policy, the Community Guidelines, and any applicable Supplemental Terms, all of which are incorporated by reference. In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall govern with respect to the feature to which they apply. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall govern except with respect to matters concerning the collection, use, and disclosure of Personal Information, where the Privacy Policy shall govern.

2.1 Eligibility Requirements

The Platform is designed exclusively for post-secondary students at participating Canadian universities and colleges. To be eligible to create an Account and use the Platform, you must satisfy all of the following requirements at the time of registration and throughout your continued use of the Platform:

• Be at least 17 years of age at the time of registration;
• Be currently enrolled, or have been enrolled within the preceding 12 months, at a recognized Canadian post-secondary institution participating in the Koup network, including but not limited to the University of British Columbia (Vancouver campus) and Simon Fraser University, as updated from time to time;
• Possess a valid institutional email address issued by a participating post-secondary institution, or such other verifiable proof of student status as Koup may require from time to time;
• Have the full legal capacity to enter into a binding contract under the laws of your jurisdiction of residence;
• Not have been previously suspended, restricted, or permanently banned from the Platform for any reason;
• Not be a registered sex offender under any applicable federal or provincial sex offender registry, including the National Sex Offender Registry maintained under the Sex Offender Information Registration Act, S.C. 2004, c. 10, or any provincial equivalent;
• Not be prohibited from receiving or using the Platform or its services under any Applicable Law, including sanctions or export control regulations; and
• Agree to and comply in full with these Terms, the Community Guidelines, the Privacy Policy, and all other applicable Supplemental Terms.

Koup reserves the right, at any time and in its sole discretion, to verify or re-verify your eligibility, to impose additional eligibility requirements for specific features or services, and to refuse registration or suspend or terminate access to any User who does not satisfy or ceases to satisfy these requirements. Eligibility verification may be conducted by Koup directly or through authorized third-party identity and student verification service providers.

2.2 Account Registration and Accuracy of Information

When creating an Account, you agree to provide information that is accurate, current, complete, and not misleading. You further agree to maintain and promptly update your Account information to ensure it remains accurate, current, and complete at all times during your use of the Platform. You must not register using: (a) a false name or alias; (b) a name or email address belonging to another person; (c) a fabricated, altered, or improperly obtained institutional email address; or (d) any information intended to mislead Koup or other users.

You are solely and entirely responsible for maintaining the confidentiality and security of your Account login credentials, including your password and any two-factor authentication codes. You must: (a) select a strong and unique password and change it periodically; (b) not share your password with any other person; (c) not allow any other person to access or use your Account; and (d) notify Koup immediately at support@koup.ca if you become aware, or reasonably suspect, that your Account has been accessed without your authorization or that your credentials have been compromised.

Koup is not liable for any loss or damage arising from your failure to comply with the foregoing obligations or from unauthorized access to your Account resulting from your actions or inactions. You acknowledge that you are fully responsible for all activity that occurs under your Account, whether or not you authorized such activity. Koup may rely on any instruction, submission, or communication associated with your Account as having been authorized by you.

2.3 One Account Per User; Prohibition on Shared Accounts

Each individual may maintain only one Account on the Platform at any given time. Creating, maintaining, or using multiple Accounts simultaneously, or sharing a single Account with other individuals, is strictly prohibited. If Koup determines, in its sole discretion, that a User has violated this restriction, Koup may suspend or permanently terminate all associated Accounts without prior notice and without liability. The existence of a previous Account, regardless of its status, does not entitle you to create a new Account without Koup's express written consent.

2.4 Identity and Student Status Verification

Koup's current verification process relies on confirmation of an institutional email address issued by a participating post-secondary institution (or other automated checks the Platform may implement from time to time). Koup does not, as of this version of these Terms, require uploads of identity documents for routine account creation. By submitting your institutional email address or other verification information, you represent and warrant that: the information submitted is authentic, accurate, and belongs to you personally; you are the legitimate holder of any email address or credentials submitted; and you have not fabricated or tampered with any information submitted in connection with verification.

Submitting false, fraudulent, or another person's information for the purpose of verification may constitute fraud or identity theft under the Criminal Code of Canada, R.S.C. 1985, c. C-46, and will result in the immediate permanent termination of your Account. Koup reserves the right to report suspected fraud to law enforcement authorities. Koup may adopt additional or alternative verification measures in the future; any such change will be communicated in the Privacy Policy or in Supplemental Terms. Verification of student status is an ongoing obligation, and if you are no longer enrolled at a participating institution your Account may be restricted or terminated.

2.5 Usernames and Handles

When you select a username or handle for your Account (a "Username"), you acknowledge and agree that:

• Your Username must not infringe the Intellectual Property Rights, trademark rights, or other legal rights of any person or entity;
• Your Username must not be identical or confusingly similar to the name of any other user, public figure, company, brand, or institution in a manner that could mislead others;
• Your Username must not impersonate, or falsely suggest an affiliation with, any other person, organization, or institution;
• Your Username must not contain offensive, obscene, hateful, discriminatory, or otherwise objectionable language or imagery;
• Your Username must not include domain names, URLs, or promotional content; and
• Koup reserves the right, in its sole discretion and at any time, to reclaim, modify, or permanently remove any Username that violates these requirements, that Koup determines should be reassigned to a business or individual with a legitimate legal or trademark claim to that name, or that Koup otherwise deems inappropriate.

Where reasonably practicable, Koup will provide advance notice before reclaiming a Username. You acknowledge that you do not own your Username and that Koup's decision regarding any Username claim is final. No compensation will be payable to you in connection with any Username reclaim or modification.

2.6 No Transfer or Sale of Account

Your Account is personal to you and may not, under any circumstances, be bought, sold, gifted, leased, loaned, traded, auctioned, or otherwise transferred to any other person or entity, whether for monetary consideration or otherwise. You are prohibited from: (a) soliciting, purchasing, or otherwise acquiring the login credentials, username, or account access of any other User; (b) offering your own Account or credentials to another person; or (c) facilitating any transaction involving the transfer of an Account. Any purported transfer of an Account is void ab initio and will result in the immediate permanent termination of all Accounts involved. Koup is not responsible for any consequences arising from unauthorized Account transfers, and expressly disclaims all liability in connection therewith.

2.7 Application Updates and Technical Requirements

By installing and using the Koup mobile application (the "App"), you grant Koup permission to deliver, push, and install updates, patches, bug fixes, security updates, and new versions of the App to your device, including automatic updates where permitted by your device's operating system settings. You acknowledge that: (a) updates are necessary for the security, stability, and continued functionality of the App; (b) certain updates may be mandatory and your failure to install them may prevent you from accessing some or all features of the Platform; (c) updates may change, add, or remove features; and (d) Koup is not liable for any loss of data, functionality, or access resulting from your refusal or failure to install required updates.

You are responsible for ensuring that your device meets the minimum technical requirements necessary to use the Platform. Koup does not guarantee that the Platform will be compatible with all devices, operating systems, or network configurations. Koup is not responsible for any charges incurred in connection with your use of the Platform, including mobile data charges, roaming fees, or charges imposed by your device manufacturer or mobile carrier.

3.1 Privacy Policy and Governing Legislation

Koup is committed to protecting your privacy and handling your Personal Information responsibly, transparently, and in compliance with Applicable Law. Your use of the Platform is subject to Koup's Privacy Policy, which is incorporated into these Terms by reference and forms part of the agreement between you and Koup. By using the Platform, you acknowledge that you have read and understood the Privacy Policy and you consent to the collection, use, and disclosure of your Personal Information as described therein. Koup collects, uses, and discloses Personal Information in accordance with:

• The Personal Information Protection Act (PIPA), S.B.C. 2003, c. 63, as amended, which governs our operations in British Columbia and is the primary statute applicable to our activities;
• The Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5, as amended, which applies to inter-provincial and cross-border data flows and to any commercial activities not fully covered by PIPA;
• Any successor federal privacy legislation, including any successor to, or replacement of, PIPEDA and any equivalent federal privacy statute enacted from time to time; and
• All other Applicable Law relating to the protection of Personal Information and privacy.

3.2 Consent to Data Collection and Processing

By registering for and using the Platform, you expressly and voluntarily consent to Koup collecting, using, storing, processing, and disclosing the following categories of information for the purposes described in the Privacy Policy:

• Identity and verification information, including your full legal name and institutional email address;
• Profile information you provide, including biography, academic program, year of study, declared interests, profile photograph, and any other optional profile fields;
• User Content you create, post, upload, transmit, or otherwise make available through the Platform, including posts, messages, photographs, listings, event submissions, and reactions;
• Communications and messages sent through the Platform's messaging features, stored solely for the purpose of delivering those messages and providing the messaging service;
• Device and technical information, including IP address, operating system type and version, browser type and version, network type and carrier, device model, and screen resolution;
• Usage and behavioural data, including features accessed, content viewed, time and duration of sessions, interactions with other users and content, search queries, and in-app navigation patterns;
• Koup does not currently offer in-app payment processing for Marketplace transactions, event tickets, or promotional boosts, and does not collect payment card information. If a payment feature is introduced in the future, any payment card information will be processed by a third-party payment processor, not by Koup, and this collection will be described in Supplemental Terms and the Privacy Policy;
• Communications you send to Koup, including support requests, feedback, reports, appeals, and responses to surveys or research; and
• Information received from third-party sources, including student verification providers, social authentication services (if offered), and campus partner institutions.

3.3 Purposes of Collection and Use

Koup collects and uses your Personal Information for the following purposes:

• To create and maintain your Account and verify your eligibility as a student;
• To provide, operate, maintain, improve, and personalize the Platform and its features;
• To facilitate communications between users, including messages, notifications, and event invitations;
• To display and distribute your User Content to other users in accordance with your privacy settings and these Terms;
• To send you administrative communications, including account confirmations, password reset notifications, and policy updates;
• To send you commercial electronic messages, marketing communications, and promotional materials where you have consented to receiving them in accordance with CASL;
• To analyze Platform usage and conduct research for the purposes of product development, feature improvement, and academic or industry research;
• To enforce these Terms, the Community Guidelines, and Applicable Law, including investigating complaints and taking enforcement action;
• To protect the safety, security, and integrity of the Platform and its users;
• To comply with legal obligations, respond to legal processes, and cooperate with law enforcement and regulatory authorities.

3.3A Explicit Consent for Advertising and Analytics Data Use

The Platform does not currently display advertising. If Koup introduces advertising in the future, the categories of data used, the consent applicable to each use, and the controls available to you will be described in Supplemental Terms and in the Privacy Policy, and will be presented to you before any such use begins. Koup will not use your Personal Information for interest-based or behavioural advertising, or disclose Personal Information that identifies you to advertisers or campus partners for marketing purposes, without first obtaining your consent in accordance with PIPEDA and BC PIPA.

• Interest-Based Advertising: Koup and its third-party advertising partners (including Google AdSense) may use information about your Platform activity, device identifiers, and general demographic profile to deliver advertisements that are relevant to your interests. This may involve the use of cookies, pixel tags, and device identifiers as described in Section 8B. On iOS devices, Koup will request your permission through Apple's App Tracking Transparency framework before using device identifiers for this purpose. If you decline that request, or if you disable interest-based advertising in the Platform's privacy settings, Koup will not use device identifiers to personalize advertising to you; and
• Advertising Performance Analytics: Koup may share aggregated or pseudonymized data about user interactions with advertisements with its advertising partners, for the purpose of measuring the effectiveness of advertising campaigns. This data sharing is subject to contractual restrictions that prohibit advertising partners from using such data for any purpose other than measuring campaign performance.

Koup does not disclose Personal Information that identifies you to campus partners, advertisers, or other third parties for marketing purposes.

You may withdraw your consent to interest-based advertising at any time by: (a) adjusting your advertising preferences in the Platform's privacy settings; (b) opting out of interest-based advertising through Google's Ad Settings at adsettings.google.com; or (c) contacting Koup at privacy@koup.ca. Withdrawal of consent to interest-based advertising will not affect the display of generic, non-targeted advertising on the Platform. Koup will process opt-out requests within 10 business days. You acknowledge that withdrawing consent to advertising data use does not constitute withdrawal of consent to all data processing under these Terms.

3.4 Data Minimization and Purpose Limitation

Koup is committed to the principles of data minimization and purpose limitation. Koup will collect only the minimum amount of Personal Information reasonably necessary to achieve the identified purposes, and will not use Personal Information for a purpose that an individual would not reasonably expect without obtaining fresh consent. If Koup wishes to use your Personal Information for a materially different purpose than those identified at the time of collection, it will notify you and, where required by Applicable Law, obtain your consent prior to doing so.

3.5 Aggregated, De-Identified, and Anonymized Data

Notwithstanding any other provision of these Terms or the Privacy Policy, Koup may derive, collect, compile, analyze, use, publish, license, and disclose aggregated, de-identified, or anonymized information derived from users' use of the Platform ("Aggregate Data"). Aggregate Data does not constitute Personal Information and is not subject to the same restrictions as Personal Information, provided that such information cannot reasonably be used alone or in combination with other information to identify any individual user. Koup retains all rights, title, and interest in and to Aggregate Data. Aggregate Data may be used for purposes including, but not limited to: research and analytics; product development and improvement; industry benchmarking; campus partnership reports; monetization through data and insights services (subject to PIPEDA and PIPA compliance); and publication in academic or commercial research. If you have questions about how Aggregate Data is used, please contact Koup's Privacy Officer at privacy@koup.ca.

3.6 Data Retention and Deletion

Koup retains Personal Information only for as long as is reasonably necessary to fulfil the purposes for which it was collected, as set out in the Privacy Policy, subject to any longer retention periods required or permitted by Applicable Law. Specific retention periods for different categories of Personal Information are set out in the Privacy Policy. In general:

• Account information is retained for the duration of your active Account and for a defined period following Account deletion, as required for legal, compliance, and fraud prevention purposes;
• User Content may be retained for a period following deletion to the extent it has been incorporated into backup systems, shared with other users who have not deleted it, or required to be retained for legal or regulatory reasons;
• Transaction records are retained for the period required under applicable tax and financial reporting laws; and
• Server logs and technical data are retained in accordance with standard operational and security practices.

Upon deletion of your Account, Koup will take commercially reasonable steps to delete or anonymize your Personal Information within 90 days, subject to the foregoing retention obligations. You acknowledge that residual copies may exist in backup archives for a limited period following deletion and that these will be overwritten in due course through Koup's standard backup rotation procedures.

3.7 Your Privacy Rights

Subject to Applicable Law and any limitations therein, you have the following rights with respect to your Personal Information held by Koup:

• Right of Access: You may request confirmation of whether Koup holds Personal Information about you and, if so, access to that information and information about how it is being used, including the source of that information, the third parties to whom it has been disclosed, and the purposes for which it is used;
• Right to Correction: You may request that Koup correct any Personal Information that is inaccurate, incomplete, or misleading. Where Koup has disclosed the corrected information to third parties, Koup will take reasonable steps to notify those third parties of the correction;
• Right to Withdraw Consent: You may withdraw your consent to certain uses or disclosures of your Personal Information at any time, subject to legal and contractual restrictions and reasonable notice. Withdrawal of consent may affect your ability to use certain features of the Platform. Koup will inform you of the implications of withdrawing consent before it is withdrawn;
• Right to Deletion: You may request deletion of your Personal Information, subject to Koup's legal obligations to retain certain information and the rights of other users who may have interacted with your content;
• Right to Challenge Compliance (PIPEDA Principle 10): You have the right to challenge Koup's compliance with any of the ten fair information principles set out in Schedule 1 of PIPEDA, and Koup will investigate all such challenges promptly and in good faith; and
• Right to Complain to Regulators: You may file a complaint with (a) the Office of the Information and Privacy Commissioner for British Columbia (OIPC BC) at www.oipc.bc.ca, in respect of Koup's obligations under BC PIPA; or (b) the Office of the Privacy Commissioner of Canada (OPC) at www.priv.gc.ca, in respect of Koup's obligations under PIPEDA, including in connection with interprovincial or cross-border data flows.

To exercise any of the foregoing rights, please contact Koup's designated Privacy Officer at privacy@koup.ca. Koup will acknowledge receipt of your request promptly and will respond substantively within 30 days of receipt, as required under PIPA. If Koup requires additional time to respond, it will notify you of the delay, the reasons for it, and the expected response date, as permitted under Applicable Law. If Koup declines to provide access or refuses a correction request, it will inform you of the reasons for the refusal and advise you of your right to complain to the applicable regulator.

3.7A Privacy Complaints — Internal Procedure

Koup maintains a formal internal procedure for receiving, investigating, and resolving privacy complaints, consistent with PIPEDA Principle 10 (Challenging Compliance) and BC PIPA. If you have a concern about Koup's privacy practices, you are encouraged to follow this procedure before contacting a regulator:

• Step 1 — Submit your complaint in writing to Koup's Privacy Officer at privacy@koup.ca, including your name, contact information, a description of your concern, and any supporting documentation;
• Step 2 — Koup will acknowledge receipt of your complaint within 5 business days and assign it to a qualified reviewer;
• Step 3 — Koup will investigate your complaint impartially and in good faith, seeking clarification from you where needed;
• Step 4 — Koup will provide you with a written response to your complaint within 30 calendar days of receipt, setting out its findings and any remedial steps taken or proposed; and
• Step 5 — If you are not satisfied with Koup's response, you may escalate your complaint to the OIPC BC (www.oipc.bc.ca) or the OPC (www.priv.gc.ca), both of which have the authority to investigate and issue findings regarding Koup's privacy practices.

Koup will maintain a record of all privacy complaints received, including their nature, the date received, the outcome of the investigation, and any corrective action taken, as required under Applicable Law. Records of complaints will be reviewed periodically to identify systemic privacy issues and to improve Koup's information handling practices.

3.7B Openness and Transparency (PIPEDA Principle 8)

Consistent with PIPEDA Principle 8 (Openness), Koup is committed to making information about its policies and practices relating to the management of Personal Information readily available to individuals. Specifically:

• Koup has designated a Privacy Officer who is accountable for Koup's compliance with PIPEDA, BC PIPA, and these Terms. The Privacy Officer can be reached at privacy@koup.ca;
• Koup's Privacy Policy, which describes in plain language how Koup collects, uses, discloses, and protects Personal Information, is publicly available at www.koup.ca/privacy and within the Platform settings;
• Koup will make these Terms, the Privacy Policy, and the Community Guidelines available in a conspicuous location within the Platform and on its website at all times;
• Koup will provide updated versions of these documents promptly following any material change, with clear indication of the nature and effective date of the change; and
• Koup will respond to enquiries from individuals about its privacy practices, even where those individuals do not have an existing Account on the Platform.

3.8 Cross-Border Data Transfers and Third-Party Processors

Koup may use third-party service providers, including cloud hosting providers, payment processors, analytics platforms, customer support tools, and identity verification services, some of which may store and process your Personal Information in jurisdictions outside of British Columbia or Canada. Koup will ensure that any such third-party processors are bound by contractual obligations that require them to protect your Personal Information in a manner that is consistent with the requirements of PIPA and PIPEDA. You acknowledge that Personal Information transferred outside of Canada may be subject to the laws of the receiving jurisdiction, which may differ from Canadian privacy law, and that foreign governments, courts, or regulatory authorities may have lawful access to that information. For a current list of Koup's material third-party processors and the jurisdictions in which they operate, please contact privacy@koup.ca.

3.9 Security of Personal Information

Koup implements and maintains commercially reasonable technical, organizational, and administrative safeguards designed to protect your Personal Information from unauthorized access, use, disclosure, alteration, loss, or destruction. These measures include, without limitation: encryption of Personal Information in transit and at rest; access controls and authentication requirements; regular security assessments; employee training; and incident response procedures. Despite these measures, no data transmission over the internet or electronic storage system is completely secure, and Koup cannot guarantee the absolute security of your personal information. You provide Personal Information to Koup at your own risk, and you are responsible for maintaining the security of your own device and Account credentials.

4.1 Your Responsibility for User Content

You are solely and entirely responsible for all User Content that you submit, post, upload, transmit, or otherwise make available through the Platform, regardless of whether such content is public or private, and regardless of whether you created it or are sharing content originally created by a third party. Koup does not pre-screen User Content before it is posted, does not endorse or adopt any User Content, and does not take responsibility for User Content submitted by any User. By submitting any User Content to the Platform, you represent, warrant, and covenant to Koup that:

• You are the sole owner of all Intellectual Property Rights in and to the User Content, or you have obtained all necessary rights, licences, permissions, consents, and waivers to submit, post, and grant the licences described in these Terms with respect to such content;
• Your User Content does not infringe, misappropriate, or violate the Intellectual Property Rights, moral rights, privacy rights, rights of publicity, or any other legal rights of any third party;
• Your User Content is accurate, factually true, and not misleading, deceptive, or fraudulent in any respect;
• Your User Content does not contain any Personal Information of a third party without their express consent;
• Your User Content does not violate any Applicable Law, including but not limited to laws governing defamation, obscenity, hate speech, harassment, privacy, and criminal conduct; and
• Your User Content does not, and will not, give rise to any obligation on the part of Koup to pay any royalties, fees, compensation, or other amounts to any third party.

4.2 Licence Grant to Koup — General

Subject to Section 4.2A (Public Content) and Section 4.2B (Private Content) below, by submitting, posting, or uploading any User Content to the Platform, you hereby grant to Koup a non-exclusive, royalty-free, sublicensable, transferable, perpetual, irrevocable, worldwide license to: host, store, cache, reproduce, copy, adapt, modify, edit, translate, distribute, perform, display, publish, and create derivative works from your User Content, in any format or medium now known or hereafter developed, for the purposes of operating, developing, maintaining, improving, personalizing, promoting, and commercializing the Platform. You acknowledge and agree that: (a) this licence is granted without any obligation on Koup's part to compensate you or any third party; (b) this licence persists following the deletion of your Account to the extent that copies of your content exist in Koup's backup systems or have been shared with other users who have not deleted such copies; and (c) you retain all ownership rights in your User Content that you had at the time of submission.

4.2A Public Content — Expanded Licence

For all Public Content, as defined in Section 1.1, in addition to the General Licence in Section 4.2, you grant Koup, its affiliates, campus partners, and other Platform users a broader, unrestricted, worldwide, royalty-free, irrevocable, and perpetual right and license to:

• View, interact with, share, repost, embed, and reference your Public Content within the Platform or in connection with the promotion of the Platform on external channels, including social media, press materials, and advertising;
• Display your Public Content alongside advertising or sponsored content;
• Feature your Public Content in editorial, research, or promotional materials produced by Koup or its campus partners;
• Make your Public Content available to other Verified Students on the Platform; and
• Create and distribute compilations, aggregations, or derivative works incorporating your Public Content for the purpose of improving Platform features or illustrating Platform functionality.

You acknowledge that once Public Content has been shared with other users, Koup cannot prevent those users from saving, screenshotting, or otherwise preserving copies of such content outside the Platform, and Koup is not responsible for the use of your Public Content by other users outside of Koup's control.

Visibility of Public Content. All User Content other than Private Content is visible to every Verified Student on the Platform. Koup does not currently offer settings that restrict the visibility of your profile or your Public Content to particular users or groups. You should not include in your profile or in any Public Content any information you do not wish to be visible to all Verified Students, including Sensitive Personal Information. If Koup introduces visibility controls in the future, they will be described in the Platform settings and in the Privacy Policy.

4.2B Private Content — Limited Licence

For Private Content (primarily direct and group messages within the Messages feature), Koup's licence is narrower. Koup's licence with respect to Private Content is limited to what is strictly necessary to: (a) transmit, deliver, store, and display your Private Content to the intended recipient(s); (b) operate, maintain, and improve the messaging infrastructure; (c) detect and respond to violations of these Terms or Applicable Law, including through automated content moderation tools where required for legal compliance; and (d) comply with any legal obligations, including responding to valid legal process. Koup will not use your Private Content for marketing, advertising, or promotional purposes without your express consent. Notwithstanding the foregoing, Koup may access and disclose Private Content to the extent required by a valid court order, search warrant, or other lawful process.

4.2C Licence for Analytics, Product Improvement, and AI Features

You grant Koup a separate licence to analyze your User Content and usage data, in de-identified, aggregated, or anonymized form, for the following additional purposes:

• Improving the features, recommendation algorithms, search functionality, and overall quality of the Platform;
• Conducting internal research and development of new features, tools, and services;
• Powering, training, fine-tuning, improving, and operating any AI-enabled, machine learning-based, or automated features that Koup may develop or introduce on the Platform from time to time, such as content recommendations, moderation assistance, or smart search; and
• Generating Aggregate Data (as defined in Section 3.5) for commercial, research, or partnership purposes.

Koup will not use Personal Information that identifies you to train, fine-tune, or develop any artificial intelligence or machine learning model. The licence granted in this Section is limited to de-identified, aggregated, or anonymized data. Koup will not sell, license, or otherwise make available to any third party any model trained on User Content, and will not disclose User Content to any third party for the purpose of training that party's models, without your express consent. Any AI-enabled features Koup introduced on the Platform will be subject to Supplemental Terms that will be presented to you before you use such features. You are solely responsible for any User Content you provide as input to any AI feature, and any outputs generated by AI features on the Platform are not representations or warranties by Koup and should not be relied upon as factually accurate or professionally appropriate. Koup disclaims all liability for decisions made in reliance on AI-generated outputs.

4.2D Use of Profile Information in Promotional and Commercial Contexts

You grant Koup permission to display your username, profile photograph, and interaction data (such as event attendance, follows, likes, or Marketplace activity) in the following contexts: (a) alongside or in connection with sponsored content, campus partner promotions, or advertising displayed to other users; (b) in aggregate reports shared with campus partners or advertisers for the purpose of demonstrating Platform reach and engagement, provided that such reports are compiled at a level of aggregation that does not permit the identification of any individual user and that no report describes a group of fewer than twenty-five users; and (c) in Koup's own marketing, press, and investor materials in anonymized or illustrative form. Koup will not create the false impression that you personally endorse any third-party product or service. You may adjust your privacy settings to limit the use of your profile information in promotional contexts at any time, and such changes will take effect prospectively within a commercially reasonable time.

4.3 The Chirp — Categories and Anonymity

The Chirp allows users to post short messages under the content categories presented in the Platform's composer. Anonymity is a per-post display option where offered; it is not an absolute guarantee. Koup retains metadata necessary for moderation, safety, and legal compliance and may disclose identifying information in response to lawful process. By using The Chirp, you acknowledge and agree that:

• anonymity within the Platform is a feature of the display layer only and does not affect Koup's ability to identify you internally, nor exempt you from any legal obligations or liability arising from your User Content;
• in response to a valid court order, search warrant, subpoena, or other lawful legal process, Koup may be required to and will disclose information that could identify you as the author of specific Chirp posts;
• you may not use The Chirp to post content that constitutes defamation, harassment, hate speech, threats, sexual content, content involving minors, or any other content that violates these Terms, the Community Guidelines, or Applicable Law, regardless of the anonymous nature of the feature;
• Koup reserves the right to remove any Chirp post, at any time and without prior notice, that Koup believes in its sole discretion violates these Terms, the Community Guidelines, or Applicable Law; and
• you waive any claim against Koup arising from the disclosure of your identity in connection with a valid legal process.

4.4 Photo and Image Content (FlyBy)

FlyBy is a feature of the Platform that allows Verified Students to upload and share candid, ephemeral photographs with other Platform users. The candid and public nature of FlyBy creates specific risks and obligations. By using FlyBy, you acknowledge and agree that:

• Any photograph you upload to FlyBy must not include an identifiable image of any person who has not given their informed consent to being photographed and having their image shared on a social networking platform accessible to university students;
• You assume full and exclusive legal responsibility for obtaining all necessary consents from each identifiable individual depicted in any photograph before uploading it. Koup has no obligation to verify that you have obtained such consent;
• Under the BC Privacy Act, R.S.B.C. 1996, c. 373, a person's likeness constitutes an aspect of their privacy. Using, disclosing, or publishing a photograph of an identifiable individual without their consent may constitute a tort of violation of privacy under BC law, regardless of the terms of any user agreement;
• Photographs uploaded to FlyBy must not be used to surveil, monitor, stalk, or track any individual without their knowledge and consent;
• You must not upload photographs that were taken in locations where individuals have a reasonable expectation of privacy, including private residences, bathrooms, change rooms, medical facilities, or similar spaces;
• Koup expressly disclaims all liability for any legal claim, including privacy claims, defamation claims, harassment claims, arising from your upload of a photograph without the consent of individuals depicted therein;
• You must not upload any intimate image of another individual, or of yourself where another identifiable individual is depicted, without that individual's consent. See Section 8R for Koup's prohibition on non-consensual intimate images, the expedited removal process available to individuals depicted in them, and the consequences of breach;
• Koup may, upon receiving a credible complaint that an individual is depicted in a FlyBy photograph without their consent, remove, blur, or restrict access to the photograph. Koup will use reasonable efforts to act on such complaints promptly but cannot guarantee any particular response time; and
• Photographs uploaded to FlyBy may be ephemeral in nature as described in the feature settings, but you acknowledge that other users may screenshot or otherwise preserve copies of photographs before they expire, and Koup is not responsible for such copies.

4.5 Marketplace Listings and Transactions

The Marketplace feature of the Platform enables Verified Students to list items and services for peer-to-peer buying and selling. Koup acts as a technology platform facilitating connections between buyers and sellers and is not a party to any transaction. If you post listings to the Marketplace, you represent and warrant that:

• You are the legal owner of, or are otherwise legally authorized to sell or offer, the item or service described in your listing;
• Your listing is accurate, complete, and not misleading in any respect, including with respect to the condition, description, price, and availability of the item or service;
• The item or service offered does not violate any Applicable Law, including consumer protection legislation, and is not counterfeit, stolen, hazardous, prohibited, or otherwise restricted;
• You will honour any transaction agreement made with another user and will not cancel, refuse, or otherwise default on a transaction without reasonable cause;
• You will resolve any dispute arising from a Marketplace transaction directly with the other party;
• You will not charge amounts that constitute price gouging, unconscionable pricing, or otherwise violate applicable consumer protection laws; and
• You assume sole responsibility for the safety, quality, and legality of any item or service you offer.

Koup expressly disclaims all liability for any dispute, loss, damage, injury, or fraud arising from Marketplace transactions. Koup does not verify the accuracy of listings, inspect items, guarantee the identity of buyers or sellers, or provide escrow or dispute resolution services. You are solely responsible for exercising appropriate caution when entering into any Marketplace transaction. Koup strongly recommends conducting Marketplace transactions in public places, bringing a trusted companion, and using secure payment methods.

4.6 Nest Finder — Roommate Matching

The Nest Finder feature facilitates connections between Platform users who are seeking roommates or shared housing arrangements. Koup acts solely as a technology intermediary and does not act in the capacity of a landlord, tenant, real estate agent, property manager, or housing broker. You acknowledge and agree that:

• Koup does not verify the accuracy, completeness, or safety of any Nest Finder listing or the identity, character, background of any user who appears on Nest Finder;
• Koup is not responsible for any aspect of any housing arrangement made through Nest Finder, including terms of any tenancy agreement, the condition of any property, or any dispute between prospective roommates;
• You assume sole responsibility for conducting your own due diligence, including verifying the identity of prospective roommates, inspecting any property, and consulting legal counsel before entering into any tenancy agreement; and
• Meeting strangers involves inherent risk. Koup strongly recommends meeting prospective roommates in public places, bringing a trusted person, conducting video calls before in-person meetings, and trusting your instincts about personal safety. See also Section 5 (Nest Finder and Human Rights Compliance) for additional obligations relating to prohibited discrimination in the context of Nest Finder listings.

4.7 Prohibited Conduct

You agree that you will not use the Platform, directly or indirectly, for any of the following purposes, and that you will not facilitate, encourage, or assist any other person in doing so:

• Posting, uploading, transmitting, or distributing any User Content that is unlawful, defamatory, libelous, obscene, pornographic, sexually explicit, violent, graphically disturbing, harassing, threatening, abusive, hateful, discriminatory, or otherwise objectionable under Applicable Law or these Terms;
• Harassing, bullying, intimidating, stalking, threatening, doxxing (publicly revealing private information about), or otherwise causing harm to any person, whether on or off the Platform;
• Impersonating any person or entity, including a Koup officer, employee, or representative, another User, student institution, or any government body or law enforcement agency;
• Submitting false, inaccurate, or misleading information, including false student credentials, false Market listings, or false event submissions;
• Collecting, harvesting, scraping, or compiling Personal Information or any other data about other Users without their express consent, and regardless of the technical means used;
• Engaging in, facilitating, or encouraging any form of discrimination on the basis of any protected characteristic under the BC Human Rights Code, the Canadian Human Rights Act, R.S.C. 1985, c. H-6, or any other Applicable Law, including race, colour, ancestry, place of origin, religion, marital status, family status, physical or mental disability, sex, sexual orientation, gender identity or expression, age, and Indigenous identity;
• Posting, advertising, soliciting, facilitating, or promoting any commercial activity, paid service, or promotional content not expressly permitted by these Terms or Koup's posted policies;
• Using automated tools, bots, scrapers, crawlers, scripts, macros, or any other automated method to access, interact with, extract data from, or otherwise use the Platform, except as expressly authorized in writing by Koup;
• Attempting to circumvent, bypass, override, defeat, or disable any technological measure, security control, access restriction, rate limit, geographic restriction, content filter, or moderation system implemented by Koup to protect the Platform or its users, including through jailbreaking, prompt injection, prompt engineering directed at defeating safety controls, credential stuffing, or any other method;
• Distributing, or threatening to distribute, an intimate image of any individual without that individual's consent, as prohibited by Section 8R;
• Uploading, transmitting, or distributing any malware, viruses, ransomware, spyware, adware, Trojan horses, worms, logic bombs, or any other malicious or disruptive code;
• Engaging in any activity that constitutes a criminal offence, facilitates a criminal offence, or provides material assistance to the commission of a criminal offence under the Criminal Code of Canada or any other law;
• Soliciting, recruiting, or facilitating the participation of other Users in pyramid schemes, Ponzi schemes, multi-level marketing arrangements, or any other deceptive, fraudulent, or illegal commercial practice;
• Selling, licensing, sublicensing, reselling, or otherwise commercially exploiting any data, User Content, Koup Content, or other information obtained from the Platform without Koup's express prior written consent;
• Misusing any reporting, flagging, dispute resolution, or appeals mechanism on the Platform, including submitting fraudulent, duplicative, vexatious, or groundless reports or appeals;
• Accessing or using the Platform in any manner that imposes, in Koup's sole judgment, an unreasonable or disproportionately large load on the Platform's infrastructure, or that interferes with the ability of other Users to access or use the Platform;
• Attempting to probe, scan, or test the vulnerability of the Platform or any related system or network without Koup's prior written authorization; or
• Using the Platform in any way that could damage, disable, overburden, impair, or otherwise interfere with the Platform, its servers, its networks, or any other user's access to or enjoyment of the Platform.

4.8 Content Moderation and Enforcement

Koup has the right, but not the obligation, to monitor, screen, review, edit, refuse to post, or remove any User Content at any time, for any reason, and without prior notice to you, including for actual or suspected violation of these Terms, the Community Guidelines, or Applicable Law. Koup's content moderation may be carried out by human reviewers, automated systems, or a combination of both. You acknowledge that automated systems may make errors and that Koup provides an appeals mechanism for Users to challenge moderation decisions. Koup's failure to monitor or act on any particular instance of User Content that violates these Terms or the Community Guidelines does not constitute a waiver of any right to monitor or act on similar or future content, and does not create any obligation or liability on Koup's part with respect to future content. Koup is not responsible for and does not endorse User Content that it chooses not to remove.

Koup acknowledges that Canadian law may, in appropriate circumstances, impose liability on a platform operator for third-party content where the operator has received notice of the content and fails to take reasonable steps to address it. Accordingly, Koup will take commercially reasonable steps to review and respond to valid complaints about User Content in a timely manner. Koup's responsiveness to takedown requests is not an admission of liability and does not create an obligation to remove all similarly reported content in the future.

4.9 Reporting Violations

Koup provides in-app reporting tools enabling Users to report User Content that they believe violates these Terms, the Community Guidelines, or Applicable Law. Reports may also be submitted by email to support@koup.ca, or, for reports concerning non-consensual intimate images or the sexual exploitation of a child, to safety@koup.ca. When submitting a report, please include: (a) a description of the content you are reporting; (b) the specific reason for your report; (c) the location of the content within the Platform; and (d) any supporting information. Koup will endeavour to review reports within a commercially reasonable time but does not guarantee any specific response time or outcome. Reports submitted under Section 8R (Non-Consensual Intimate Images) and Section 4.9A (Mandatory Reporting and Preservation) are prioritized ahead of other reports. Koup may take a range of actions in response to a valid report, including removing the content, restricting the User's access to certain features, issuing a warning, or permanently terminating the User's Account.

4.9A Mandatory Reporting and Preservation

4.9A.1 Child Sexual Exploitation Content

Koup has zero tolerance for content that sexually exploits or endangers a child. You must not create, upload, transmit, request, solicit, or make available through the Platform any content that depicts, describes, or promotes the sexual exploitation or abuse of a person under the age of 18, or use the Platform to facilitate contact with a minor for a sexual purpose. This prohibition applies without exception and regardless of any other provision of these Terms.

4.9A.2 Statutory Reporting Obligations

Koup is subject to An Act respecting the mandatory reporting of Internet child pornography by persons who provide an Internet service, S.C. 2011, c. 4. Where Koup is advised of an internet address at which child pornography may be available to the public, Koup will report that address to the organization designated under that Act. Where Koup has reasonable grounds to believe that its service is being or has been used to commit a child pornography offence, Koup will notify a police officer or other designated law enforcement official and will preserve the associated computer data for the period required by that Act.

4.9A.3 Effect on Other Provisions

Reporting and preservation under this Section will be carried out regardless of any other provision of these Terms or the Privacy Policy, including any provision relating to consent, notice, data retention, deletion, or the confidentiality of Private Content. Koup will not notify you of a report made under this Section where doing so is prohibited by Applicable Law or would compromise an investigation.

4.9A.4 Reporting Concerns

If you encounter content on the Platform that you believe sexually exploits or endangers a child, report it immediately through the in-app reporting tool or to safety@koup.ca. You may also report directly to Cybertip.ca, Canada's national tipline, at www.cybertip.ca, and in an emergency you should contact local police or 911. Koup will act on such reports as a matter of priority.

4.10 Moral Rights

To the fullest extent permitted by Applicable Law, you waive all moral rights (including the right of attribution and the right of integrity) in and to your User Content in favour of Koup and its successors, assigns, and licensees. This waiver is perpetual and irrevocable. To the extent that the foregoing waiver is not enforceable in any jurisdiction, you agree not to assert any moral rights against Koup or any person authorized by Koup in connection with Koup's exercise of the licences granted in these Terms.

4.11 Automated Systems and Decision-Making

Koup uses automated systems, including classifiers, rule-based filters, and pattern-detection tools, to identify User Content and Account activity that may violate these Terms, the Community Guidelines, or Applicable Law. These systems may operate without human involvement and may result in content being removed or restricted, or an Account being suspended, restricted, or terminated.

Where Koup takes enforcement action against you or your User Content solely on the basis of an automated determination, Koup will identify the action as automated in the notice provided to you under Section 11.4. You may request review by a person through the appeals process in that Section.

Automated systems may produce errors, including by identifying content as violating these Terms where it does not. Koup does not represent that its automated systems are accurate or complete, and the operation of those systems does not relieve you of responsibility for your User Content or reduce Koup's rights under Section 4.8.

Koup does not use automated systems to make decisions that produce legal effects concerning you, other than decisions relating to your access to and use of the Platform and your User Content.

5.1 General Anti-Discrimination Commitment

Koup is committed to providing a Platform that is inclusive, respectful, and free from unlawful discrimination. Koup prohibits discrimination against any person on the basis of any characteristic protected under the BC Human Rights Code, R.S.B.C. 1996, c. 210, the Canadian Human Rights Act, R.S.C. 1985, c. H-6, or any other Applicable Law, including race, colour, ancestry, place of origin, religion, marital status, family status, physical or mental disability, sex, sexual orientation, gender identity or expression, age (where protected), and Indigenous identity. You agree not to use the Platform to engage in, facilitate, promote, or communicate any form of unlawful discrimination, whether through User Content, private messages, search behaviour, filtering settings, or any other feature of the Platform.

5.2 Human Rights Compliance — Nest Finder

In British Columbia, the provision of accommodation is subject to the BC Human Rights Code, which prohibits discriminatory practices in the tenancy context. You acknowledge and agree that:

• It is unlawful to deny a tenancy or discriminate in the terms and conditions of a tenancy on the basis of any protected characteristic, and this prohibition extends to listings and communications made through Nest Finder;
• Section 10(2)(a) of the BC Human Rights Code provides a specific exception that permits a person who shares or will share use of sleeping, bathroom, or cooking facilities with the proposed occupant to decline to rent to a person for any reason, including on the basis of a protected characteristic. This exception is narrow and applies only where genuine facility sharing exists. Koup does not represent that this exception is available in all cases or that it has been determined to apply to any specific situation, and you are responsible for seeking your own legal advice regarding the application of this exception to your circumstances;
• Even where a legal exception may technically apply, you agree not to post listings or communicate preferences that are derogatory, demeaning, offensive, or otherwise harmful to any group or individual;
• You will not use Nest Finder to evade or circumvent human rights obligations by characterizing a non-shared tenancy as a shared one; and
• Koup reserves the right, in its sole discretion, to remove any Nest Finder listing that it believes facilitates or encourages unlawful discrimination, regardless of whether a legal exception may appear to apply.

5.3 Accessibility

Koup is committed to making the Platform accessible to users with disabilities to the extent reasonably practicable. If you encounter accessibility barriers in using the Platform, please contact support@koup.ca and Koup will endeavour to provide reasonable accommodations or alternative means of access.

6.1 Express Consent to Receive Commercial Electronic Messages

By registering for and maintaining an Account on the Platform, you provide express consent, for the purposes of Canada's Anti-Spam Legislation (CASL), S.C. 2010, c. 23, to receive commercial electronic messages from Koup and, where applicable, from Koup's designated campus partners and advertising clients whose messages are distributed through the Platform. You consent to receive the following types of communications:

• Platform activity notifications, including new messages, follower requests, event reminders, and interactions with your content;
• Feature announcements and Platform updates, including notices of new features, policy changes, and service updates;
• Promotional offers, discounts, competitions, and marketing communications from Koup relating to Platform features, partnerships, and campus events;
• Commercial messages from campus partner organizations, local businesses, and advertisers where your consent has been captured through the Platform's advertising consent mechanisms;
• Administrative and transactional messages relating to your Account, including registration confirmations, password resets, account security alerts, and billing notifications; and
• Push notifications sent to your device, including both in-app notifications (visible when the App is open) and device-level notifications (visible on your lock screen or notification tray, where you have granted device-level notification permissions).

6.2 Withdrawal of Consent and Unsubscribe Mechanism

You have the right to withdraw your consent to receive commercial electronic messages at any time, subject to the following:

• You may unsubscribe from marketing and promotional email communications by clicking the "Unsubscribe" link included in every commercial electronic message sent by Koup. This link will remain active for a minimum of 60 days following the date of the message, as required under CASL;
• You may adjust your push notification preferences within the Platform's in-app settings or through your device's operating system notification settings;
• You may contact Koup at support@koup.ca to request removal from specific mailing lists or to opt out of all commercial electronic messages; and
• All unsubscribe requests will be processed and implemented within 10 business days of receipt.

You acknowledge that withdrawal of consent to receive commercial electronic messages does not affect Koup's ability to send you transactional or administrative messages that are necessary for the operation of your Account, such as account verification emails, password resets, security alerts, and other communications that are not commercial in nature. Withdrawal of consent also does not entitle you to a refund of any amounts previously paid.

6.3 Sender Identification and Record-Keeping

All commercial electronic messages sent by Koup will comply with CASL's sender identification requirements, including: (a) clear identification of The Flockr Inc. as the sender; (b) inclusion of Koup's current mailing address; and (c) inclusion of a functioning unsubscribe mechanism. Koup will maintain records of all consents obtained from Users for a minimum of three (3) years following the end of the commercial relationship or the date of withdrawal of consent, whichever is later, as required under CASL. These records may be disclosed to the Canadian Radio-television and Telecommunications Commission (CRTC) or other regulatory authorities upon request.

7.1 Ownership of Koup Intellectual Property

The Platform, and all Koup Content thereon, including the design, layout, look and feel, user interface, software, source code, object code, algorithms, databases, interfaces, APIs, logos, trademarks, trade names, service marks, brand assets, and editorial content, are owned by or licensed to The Flockr Inc. and are protected by Canadian and international Intellectual Property Rights, including the Copyright Act, R.S.C. 1985, c. C-42, and the Trademarks Act, R.S.C. 1985, c. T-13. No right, title, or interest in or to any Koup Content or Intellectual Property Rights is transferred to you by these Terms or by your use of the Platform, except for the limited licence granted in Section 7.2. The Koup name, logo, and all associated brand assets are proprietary trademarks of The Flockr Inc. You may not use any Koup trademark, trade name, service mark, or brand asset without Koup's prior written consent. You may not use any Koup trademark in a way that suggests sponsorship, affiliation, or endorsement by Koup without Koup's express written consent. All goodwill arising from any permitted use of Koup's trademarks insures exclusively to the benefit of The Flockr Inc.

7.2 Limited Licence to Users

Subject to your full and continuous compliance with these Terms, Koup grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and Koup Content solely for your personal, non-commercial purposes as a Verified Student. This licence does not include any right to:

• Sublicence any rights to any third party;
• Reproduce, copy, publicly display, publicly perform, broadcast, transmit, or distribute any Koup Content, except as expressly permitted by these Terms;
• Reverse-engineer, disassemble, decompile, or otherwise attempt to extract the source code or trade secrets of the Platform or any component thereof;
• Modify, adapt, translate, or create derivative works based on the Platform or Koup Content;
• Remove, alter, obscure, or circumvent any copyright notice, trademark notice, or other proprietary notice on the Platform;
• Use any data mining, robot, spider, scraper, or other automated means to access or collect information from the Platform; or
• Use the Platform or Koup Content in any manner not expressly authorized by these Terms.

This license terminates immediately and automatically upon the termination or expiration of your Account for any reason. Any unauthorized use of the Platform or Koup Content may constitute infringement of Koup's Intellectual Property Rights and may expose you to civil and criminal liability.

7.3 Copyright Infringement Notices — Notice and Notice Regime

Koup respects the Intellectual Property Rights of others and expects its Users to do the same. Canada operates a "notice and notice" regime under sections 41.25 to 41.27 of the Copyright Act, R.S.C. 1985, c. C-42, which governs how claims of online copyright infringement are handled.

7.3.1 Submitting a Notice. If you believe in good faith that User Content on the Platform infringes your copyright, you may submit a written notice of claimed infringement to legal@koup.ca. To be valid under section 41.25(2) of the Copyright Act, your notice must be in writing and must:

• State your name and address, and any other particulars enabling communication with you;
• Identify the work or other subject-matter to which the claimed infringement relates;
• State your interest or right with respect to that work or subject-matter;
• Specify the location data, such as the URL or in-Platform location, of the electronic location to which the claimed infringement relates;
• Specify the claimed infringement; and
• Specify the date and time of the commission of the claimed infringement.

Your notice must not contain an offer to settle the claimed infringement, a request or demand for payment, or a reference to any such offer, request, or demand. A notice containing any of these is not a valid notice and Koup is not obliged to act on it.

7.3.2 Koup's Response. Upon receipt of a notice that complies with section 41.25(2), Koup will, as soon as feasible, forward the notice electronically to the User responsible for the electronic location identified in the notice, and will inform you that it has done so. If Koup is unable to forward the notice, it will inform you of the reason.

7.3.3 Record Retention. Koup will retain records allowing the identity of the User responsible for the identified electronic location to be determined, for a period of six months from the date it receives a valid notice, or for one year where proceedings relating to the claimed infringement are commenced by the claimant and Koup is notified of them before the end of the six-month period.

7.3.4 No Obligation to Remove. Forwarding a notice under this Section does not constitute a determination by Koup that infringement has occurred, and is not an admission of liability by Koup or by any User. Nothing in this Section limits Koup's independent right, under Section 4.8, to remove or restrict access to any User Content at its discretion.

7.3.5 Repeat Infringers. Koup maintains a repeat infringer policy. Where Koup receives multiple valid notices concerning the same User, or where a court has found a User to have infringed, Koup may restrict the User's access to Platform features or permanently terminate the User's Account. Koup determines what constitutes repeat infringement in its sole discretion, having regard to the number, nature, and validity of the notices received.

7.3.6 Counter-Notification. If you receive a forwarded notice and believe the claim is mistaken or that your use is authorized by the copyright owner or permitted by law, including under the fair dealing provisions of the Copyright Act, you may respond to Koup at legal@koup.ca. Koup does not adjudicate copyright disputes between users and claimants, and either party may pursue remedies through a court of competent jurisdiction.

7.4 Reservation of Rights

All rights in and to the Platform and Koup Content that are not expressly granted to you under these Terms are expressly reserved by The Flockr Inc. No licence is granted by implication, estoppel, or otherwise. The exercise of any right not expressly granted requires Koup's prior written consent.

8.1 Third-Party Links and Integrations

The Platform may contain links to, or integrations with, Third-Party Services, including websites, applications, social media platforms, payment processors, identity verification providers, mapping services, and campus institution portals. The inclusion of any link to or integration with a Third-Party Service does not constitute an endorsement, recommendation, or approval by Koup of that service or its content. Koup has no control over and accepts no responsibility for the availability, accuracy, content, policies, practices, terms, or privacy practices of any Third-Party Service. Your access to and use of any Third-Party Service is entirely at your own risk and is governed solely by the terms, conditions, and privacy policies of that Third-Party Service. You acknowledge that Third-Party Services may have their own terms and privacy policies that differ materially from Koup's, and that such Third-Party Services may collect, use, and disclose your information in ways that Koup does not control and for which Koup is not responsible. Koup expressly disclaims all liability of any kind arising from or in connection with your use of any Third-Party Service, including any loss or damage arising from the content, practices, or policies of that service.

8.2 Advertising on the Platform

The Platform is currently free of charge to Verified Students. Koup may in the future fund the Platform in part through advertising revenue. If Koup introduces advertising, the Platform may display advertising content from campus businesses, local service providers, student organizations, national brands, and programmatic advertising served through third-party ad networks. By continuing to use the Platform after advertising is introduced, you consent to the display of advertising in and around your user experience, including adjacent to, interspersed within, or overlaying User Content.

8.3 Payment Processing

If Koup introduces paid features in the future, payment processing details will be disclosed in Supplemental Terms and via the Platform. Any payment processing will be handled by third-party payment processors; Koup will not store full payment card numbers unless explicitly stated in future Supplemental Terms.

8.4 Supplemental Terms for Specific Features

Certain features of the Platform may be subject to Supplemental Terms in addition to these Terms. If any feature is subject to Supplemental Terms, you will be presented with those terms before accessing or using the feature, and your continued use of that feature following such presentation will constitute your acceptance of the Supplemental Terms. Supplemental Terms are incorporated by reference into these Terms and form part of the agreement between you and Koup. Categories of features that may be subject to Supplemental Terms include:

• AI-enabled, machine learning-based, or generative AI features, if introduced;
• Payment, escrow, or financial transaction features within Marketplace or The Perch;
• Campus partner, ambassador, or operator programs;
• Premium, subscription, or paid membership features, if introduced; and
• Any third-party integrated service that requires separate acceptance of the third party's terms.

8B.1 Use of Cookies and Similar Technologies

When you access the Platform through a web browser or the App, Koup and its third-party partners may use cookies, pixel tags, web beacons, device identifiers, local storage objects, and similar tracking technologies (collectively, "Tracking Technologies") to collect information about your device and your use of the Platform. By using the Platform, you consent to Koup's use of Tracking Technologies as described in this Section and the Privacy Policy. Koup uses the following categories of Tracking Technologies:

• Strictly Necessary Cookies: These are essential for the Platform to function and cannot be disabled. They include session cookies that maintain your logged-in state, security tokens, and load-balancing cookies. No consent is required for strictly necessary cookies.
• Functional Cookies: These enable enhanced functionality such as remembering your preferences, language settings, and notification preferences. Disabling them may affect your Platform experience.
• Analytics and Performance Cookies: These help Koup understand how users interact with the Platform, including which features are used most, where users encounter errors, and how navigation flows work. Koup uses tools such as Google Analytics or similar platforms for this purpose. Data collected is aggregated and de-identified to the extent practicable.
• Advertising and Targeting Cookies: Koup does not currently use advertising or targeting cookies. If Koup introduces advertising in the future, any use of such technologies will be described in Supplemental Terms and the Privacy Policy, and the applicable consent and controls will be presented to you before any such use begins
• Pixel Tags and Web Beacons: Koup or its advertising partners may embed pixel tags or web beacons in webpages, emails, or advertisements. These are tiny graphic files that enable the sending party to recognize certain types of information on your device, including cookies, the time and date a page was viewed, and a description of the page.

8B.2 Your Cookie Choices

You may manage your cookie preferences through the following mechanisms:

• Browser Settings: Most web browsers allow you to control or block cookies through browser settings. Blocking certain types of cookies may affect your ability to use some features of the Platform.
• In-App Settings: Where technically feasible, Koup will provide in-app controls to manage non-essential cookies and tracking preferences.
• Opt-Out Tools: Koup does not currently serve interest-based advertising. If advertising is introduced, information about applicable opt-out mechanisms will be provided in the Privacy Policy and in Supplemental Terms. You acknowledge that opting out of analytics or advertising cookies does not opt you out of all data collection.

Strictly necessary cookies cannot be disabled. Cookies and tracking technologies are described in the Privacy Policy (see /privacy).

8B.3 Do Not Track Signals

Some browsers transmit "Do Not Track" (DNT) signals to websites. Because there is no industry standard for how platforms should respond to DNT signals, Koup does not currently alter its data collection practices in response to DNT signals. Koup will revisit this position if and when a standardized approach is established by industry or regulatory bodies.

8C.1 Apple App Store

If you download or access the Koup App through Apple's App Store, acknowledge and agree to the following terms, which are required by Apple Inc. ("Apple"):

• These Terms are concluded between you and Koup only, and not with Apple. Koup, not Apple, is solely responsible for the App and its content.
• The licence granted to you to use the App is limited to a non-transferable licence to use the App on any Apple-branded products you own or control, as permitted by the Usage Rules set out in Apple's App Store Terms of Service.
• Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App. Any maintenance and support obligations are the sole responsibility of Koup.
• In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the App.
• Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
• In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Koup, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.
• Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to your licence of the App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
• You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

8C.2 Google Play Store

If you download or access the Koup App through the Google Play Store, you acknowledge and agree that:

• These Terms are concluded between you and Koup only, and not with Google LLC ("Google"). Koup, not Google, is solely responsible for the App and its content.
• Google has no obligation to provide any maintenance, support, warranty, or indemnification with respect to the App.
• Google is not responsible for any product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, or claims arising under consumer protection, privacy, or similar legislation relating to the App.
• Google LLC is a third-party beneficiary of these Terms to the extent required by Google's Developer Distribution Agreement, and may enforce these Terms against you in its capacity as a third-party beneficiary.

8C.3 Device Permissions

The App may request access to certain features or data on your device in order to provide Platform features. These may include, without limitation: camera access (for FlyBy photo uploads and profile photographs); photo library access (for uploading stored images); notification permissions (for push notifications); microphone access (if audio features are introduced); and contacts access (if social import features are introduced). You may grant or revoke these permissions at any time through your device's operating system settings. Revoking a permission may disable certain Platform features. Koup collects and uses data obtained through device permissions only as described in the Privacy Policy.

From time to time, Koup may make available features, functionality, tools, or services that are designated as "beta," "early access," "preview," "experimental," "pilot," or similar designations (collectively, "Beta Features"). By opting into or using any Beta Feature, you acknowledge and agree that:

• Beta Features are provided on an "as-is" and "as-available" basis without any warranty, representation, or condition of any kind, express or implied, and with an even higher degree of uncertainty and instability than the Platform generally;
• Beta Features may contain bugs, errors, defects, or vulnerabilities that could cause data loss, corruption, unexpected behaviour, or other harm to you or your device;
• Beta Features may be modified, suspended, or permanently discontinued at any time and without notice, and Koup has no obligation to release any Beta Feature as a generally available feature;
• Feedback you provide regarding Beta Features may be used by Koup without any obligation to compensate you, in accordance with Section 19.8;
• Your participation in any Beta Feature program is voluntary and does not entitle you to any compensation, continued access, or preferential treatment;
• Koup expressly disclaims all liability of any kind arising from your use of any Beta Feature, including loss of data, interruption of service, or harm to your device; and
• Koup may impose eligibility criteria for participation in Beta Feature programs and may terminate your participation at any time without prior notice or reason.

8E.1 Review Features. Koup may make available features allowing Users to rate or review other Users in connection with Marketplace transactions, Nest Finder arrangements, or events listed on The Perch. Where such features are available:

• Reviews must reflect your own genuine, first-hand experience with the User or transaction being reviewed;
• You must not post a review in exchange for payment, discount, free goods or services, or any other consideration, whether offered by the User being reviewed or by any other person;
• You must not post reviews of yourself, of an Account you control, or of a transaction to which you were not a party;
• You must not solicit, offer, or accept any inducement in exchange for the removal, alteration, or withholding of a review;
• Reviews are subject to the content standards in Section 4.7 and the Community Guidelines, and must not contain defamatory statements, Personal Information of third parties, or harassing content; and
• Koup may remove any review that violates this Section, but is under no obligation to monitor or verify reviews and does not endorse or adopt any review posted by a User.

8E.2 No Restriction on Honest Reviews. Nothing in these Terms restricts your ability to publish a truthful review of your experience on the Platform or with any other User, whether that review is favourable or unfavourable. Koup will not penalize, suspend, or otherwise take enforcement action against a User on the basis that a review was unfavourable.

8E.3 Reputation Indicators. Koup may display aggregate reputation indicators, such as average ratings, transaction counts, or verification badges, based on User activity and reviews. Reputation indicators are automatically generated, are not verified by Koup, and do not constitute a representation by Koup regarding the trustworthiness, reliability, or suitability of any User. You should not rely on any reputation indicator as a substitute for your own judgment when transacting or meeting in person.

8F.1 Absolutely Prohibited Items

The following categories of items and services are absolutely prohibited from being listed, offered, sold, or transferred through the Marketplace under any circumstances. Any listing featuring such items will be removed immediately and the associated Account may be permanently terminated:

• Firearms, handguns, rifles, shotguns, or any other weapon regulated under the Firearms Act, R.S.C. 1985, c. F-19, including prohibited and restricted firearms;
• Ammunition, explosive devices, silencers, or any weapon accessory regulated under Canadian law;
• Controlled substances, illegal drugs, or drug paraphernalia, whether prohibited under the Controlled Drugs and Substances Act, S.C. 1996, c. 19, or any other law;
• Prescription medications, over-the-counter medications represented for off-label use, or any health products regulated under the Food and Drugs Act, R.S.C. 1985, c. F-27;
• Items that the seller does not legally own, including stolen property or property subject to a lien, security interest, or other encumbrance the seller has not disclosed;
• Counterfeit, pirated, or unauthorized replica goods of any kind, including counterfeit currency, identification documents, or branded merchandise;
• Sexual or adult content of any kind, including pornographic materials;
• Tobacco products, vaping products, or e-cigarettes, which are subject to age verification requirements under the Tobacco and Vaping Products Act, S.C. 1997, c. 13, that Koup cannot verify;
• Cannabis or cannabis-related products, which must be sold through licensed retailers under the Cannabis Act, S.C. 2018, c. 16;
• Alcohol, which must be sold through provincially licensed channels;
• Live animals of any kind;
• Human body parts, organs, tissues, or bodily fluids;
• Hazardous materials, chemicals, or substances that pose a risk to health or safety;
• Items that infringe the Intellectual Property Rights of any third party, including bootleg recordings, unauthorized software, or unlicensed merchandise;
• Personal information or data of any third party, including email lists, phone number lists, or other databases;
• Academic materials submitted in violation of a post-secondary institution's academic integrity policies, including completed assignments, essays, or examination answers; and
• Any other item or service the sale or transfer of which is prohibited under Applicable Law.

8F.2 Restricted Categories

The following categories of items may be listed in the Marketplace only subject to strict compliance with all Applicable Law and Koup's marketplace policies. Koup reserves the right to remove restricted-category listings at any time:

• Electronics and technology products: must accurately disclose any known defects, repairs, or modifications;
• Tickets to events: resale of tickets may be subject to BC's Ticket Sales Act, S.B.C. 2019, c. 13, and the face value of tickets must be disclosed;
• Financial products, investments, or securities: any listing that could constitute an offer of securities or financial advice is prohibited without appropriate regulatory authorization; and
• Services: Users offering services through the Marketplace represent that they hold any required licenses, certifications, or permits to provide those services.

Users who submit events for listing on The Perch ("Event Organizers") assume the following additional obligations and acknowledge the following terms:

• All event details submitted, including date, time, location, ticket price, capacity, and description, must be accurate and complete at the time of submission and must be promptly updated if any material details change;
• Event Organizers are solely responsible for obtaining all permits, licences, insurance, and authorizations required by law to hold the event, including but not limited to venue permits, liquor licences, fire safety compliance, and noise by-law compliance;
• Koup does not currently process ticket payments through the Platform. Event Organizers who collect payment for tickets by any means are solely responsible for honouring those tickets and for refunding ticket purchasers in the event of cancellation, postponement, or material change to the event;
• Koup is not a co-organizer, co-host, or co-sponsor of any event listed on The Perch and accepts no responsibility for any aspect of any event, including its safety, quality, or legality;
• Koup is not responsible for any loss, injury, property damage, or other harm suffered by any attendee at any event listed on The Perch;
• Event Organizers indemnify Koup against all claims, losses, and expenses arising from events they organize, in accordance with Section 10; and
• Koup reserves the right to approve, reject, or remove any event listing at any time and for any reason, in its sole discretion, including events that it believes may pose safety risks, violate institutional policies, or violate these Terms. The approval of an event listing by Koup does not constitute Koup's endorsement of the event, its organizers, or its content.

Koup or campus partners may from time to time offer contests, sweepstakes, giveaways, or other promotions through the Platform (each, a "Promotion"). Unless otherwise stated:

• Each Promotion is subject to its own official rules, which will be made available to participants at the time of the Promotion and are incorporated by reference into these Terms;
• Promotions offered by campus partners or third parties are the sole responsibility of those parties, and Koup makes no representations or warranties regarding any prizes, eligibility criteria, or rules associated with third-party Promotions;
• Promotions must comply with the British Columbia Lottery Act, R.S.B.C. 1996, c. 278, and applicable federal lottery and prize competition laws. No purchase is ever required to enter a Promotion unless such requirement is expressly permitted under Applicable Law;
• Odds of winning any Promotion depend on the number of eligible entries received;
• Koup reserves the right to cancel, suspend, or modify any Promotion at any time if, in Koup's sole judgment, the Promotion cannot be conducted as planned due to technical failures, fraud, tampering, or any other cause beyond Koup's reasonable control; and
• Prizes are non-transferable and have no cash redemption value unless otherwise specified. Winners are solely responsible for all applicable taxes arising from receipt of a prize.

Koup may manage inactive or dormant Accounts in accordance with internal policy and the Privacy Policy, including reclaiming usernames or restricting access after providing notice. Exact procedures and timing are described in the Privacy Policy. Koup is not liable for any loss of data, content, or Username associated with a dormant Account that has been deleted or reclaimed in accordance with this Section and the Privacy Policy.

Koup may from time to time invite you to participate in surveys, focus groups, usability tests, interviews, or other research activities (collectively, "Research Activities") for the purpose of improving the Platform and developing new features. You acknowledge and agree that:

• Participation in any Research Activity is entirely voluntary, and you may decline any invitation to participate without any impact on your access to the Platform;
• Any information, feedback, suggestions, or responses you provide in connection with any Research Activity may be used by Koup in the same manner as Feedback under Section 19.8, without any obligation to compensate you;
• Koup will handle any Personal Information collected through Research Activities in accordance with the Privacy Policy and Applicable Law;
• Unless otherwise expressly stated, Koup does not offer compensation for participation in Research Activities; and
• Any non-disclosure obligations relating to Research Activities will be specified in a separate written agreement if required.

Users may include hyperlinks to external websites or resources within User Content posted on the Platform. With respect to such links, you acknowledge and agree that:

• You are solely responsible for any hyperlink you include in your User Content, and you represent and warrant that such link does not lead to content that violates these Terms, the Community Guidelines, or Applicable Law;
• Koup does not endorse, verify, or take any responsibility for the content of any external website or resource linked to within User Content;
• You must not include links to websites that distribute malware, phishing content, illegal content, spam, or content that violates the rights of any third party;
• You must not include links to websites that require users to input Personal Information without adequate privacy protection;
• Koup may, but is not obligated to, use automated or manual systems to scan links in User Content and to disable, remove, or flag links that appear to violate these Terms or pose a risk to users; and
• Koup is not liable for any harm, loss, or damage arising from a user's decision to follow a link included in User Content posted by another User.

The Platform is operated and maintained by Koup from Canada and is intended primarily for use by students at participating Canadian post-secondary institutions. If you access the Platform from outside Canada — whether while traveling, studying abroad, or otherwise — you acknowledge and agree that:

• The Platform continues to be governed by Canadian law and these Terms regardless of your location of access;
• You are solely responsible for determining whether your access to and use of the Platform complies with the laws of the jurisdiction from which you are accessing it, including local privacy laws, data protection laws, and content restrictions;
• Koup makes no representation that the Platform or its content complies with the laws of any jurisdiction outside Canada, and access from certain jurisdictions may be restricted or prohibited by local law;
• Koup reserves the right, at any time and without notice, to restrict or block access to the Platform from specific countries or regions, including countries that are subject to Canadian, United States, or United Nations sanctions;
• You will not access or use the Platform in violation of any applicable export control or sanctions laws or regulations, including the Export and Import Permits Act, R.S.C. 1985, c. E-19, and the Special Economic Measures Act, S.C. 1992, c. 17; and
• Any Personal Information you transmit to Koup while outside Canada may be subject to interception or disclosure under the laws of the jurisdiction from which it is transmitted.

Koup sends push notifications to your device to enhance your Platform experience. Push notifications are divided into the following categories, and you may manage your preferences for each category independently through the Platform's notification settings:

• Transactional Notifications: Notifications that are necessary for the operation of your Account and the Platform, including account security alerts, verification codes, and password reset confirmations. These notifications cannot be disabled without deactivating your Account, as they are essential to the security and operation of your Account.
• Social Activity Notifications: Notifications about interactions with your User Content, including new followers, comments, reactions, replies, and direct messages. You may disable these notifications through in-app settings.
• Platform and Feature Notifications: Notifications about new features, Platform updates, scheduled maintenance, and policy changes. You may disable non-urgent notifications of this type through in-app settings.
• Marketing and Promotional Notifications: Notifications about promotions, campus partner offers, contest content, competitions, and Koup marketing campaigns. These notifications require your express consent under CASL and can be disabled at any time through in-app settings, by clicking the unsubscribe mechanism in any commercial message, or by contacting support@koup.ca.
• Campus Partner Notifications: Notifications on behalf of campus organizations, clubs, student associations, and local businesses that have partnered with Koup. These are subject to your consent and can be managed in your notification settings.

You may also disable all push notifications by adjusting your device's operating system notification settings. Doing so will disable all notification categories, including transactional notifications. Koup is not responsible for any consequences arising from your failure to receive transactional notifications as a result of disabling push notifications at the device level.

8N.1 Acknowledgment of Mental Health Risks

Koup recognizes that use of social media and digital platforms, including the Platform, may in some circumstances have effects on users' mental health and emotional wellbeing. Research has identified associations between certain patterns of social media use — including excessive use, social comparison, and exposure to negative content — and outcomes such as anxiety, depression, loneliness, reduced self-esteem, and disrupted sleep. By using the Platform, you acknowledge and agree that:

• You are responsible for managing your own use of the Platform in a manner that supports your health and wellbeing;
• Koup does not make any representation or warranty that use of the Platform will have any particular effect on your mental health or emotional state;
• Koup expressly disclaims all liability for any psychological, emotional, or mental health harm arising from your use of or inability to use the Platform, including harm arising from exposure to User Content posted by other users;
• Koup is not a mental health service provider, counsellor, therapist, or crisis intervention service, and nothing on the Platform should be construed as professional medical, psychological, or therapeutic advice;
• If you are experiencing a mental health crisis, suicidal thoughts, or thoughts of self-harm, you should immediately contact a qualified mental health professional, your institution's counselling services, or an emergency crisis line; and
• Features of the Platform, including social feeds, anonymous posting, and social comparison features, should be used mindfully and in moderation.

8N.2 Crisis Resources

Koup may, in its sole discretion, display crisis resource information in connection with certain content categories on the Platform (such as posts in The Chirp that appear to relate to self-harm or mental health crises) or in response to user-reported concerns. The display of such resources is not an admission of liability and does not create any duty of care on Koup's part.

8N.3 Prohibition on Harmful Mental Health Content

In addition to the general prohibited conduct in Section 4.7, you specifically agree not to use the Platform to:

• Post content that promotes, glorifies, or provides detailed instructions for self-harm, suicide, or eating disorders;
• Target or exploit users who appear to be in a vulnerable emotional or mental state;
• Post content designed to psychologically manipulate, coerce, or gaslight other users;
• Impersonate crisis counsellors, mental health professionals, or emergency services; or
• Use the anonymous features of The Chirp to deliver targeted psychological harm to identifiable individuals.

Koup will prioritize the review and removal of User Content reported as promoting self-harm or suicide, and will make crisis resources available to users who encounter or report such content.

8N.4 Addictive Design Disclaimer

You acknowledge that digital platforms, including the Platform, may be designed with features that encourage continued engagement, including notification systems, social validation features (such as likes and reactions), and content feeds. You agree that you are solely responsible for managing your engagement with these features and that Koup is not liable for any harm arising from patterns of Platform use that you find difficult to moderate. If you find that your use of the Platform is interfering with your studies, relationships, or wellbeing, Koup encourages you to seek support from your institution's student services or a qualified healthcare provider.

8O.1 Response to Legal Process

Koup may be required by law to disclose Personal Information and other data in response to lawful requests from government authorities, law enforcement agencies, courts, or regulatory bodies. Koup will disclose Personal Information in response to such requests only where:

• Compelled to do so by a valid court order, search warrant, subpoena, production order, or other lawful legal process issued by a court of competent jurisdiction;
• Required by applicable federal or provincial law, including the Criminal Code of Canada, the Youth Criminal Justice Act, or any other statute requiring disclosure;
• Necessary to prevent or respond to an imminent threat to the life or safety of any individual; or
• Otherwise required or permitted under PIPEDA, PIPA BC, or other Applicable Law.

Koup will not voluntarily disclose Personal Information to any government authority or law enforcement agency without a lawful legal basis for doing so. Koup reserves the right to require that any request for disclosure be made through proper legal channels and to challenge requests that Koup believes are unlawful, overbroad, or contrary to the rights of Users under the Canadian Charter of Rights and Freedoms.

8O.2 Notice to Users

Where legally permitted to do so, Koup will endeavour to notify you before disclosing your Personal Information in response to a government or law enforcement request, so that you may seek legal advice or challenge the disclosure. Koup may be legally prohibited from providing such notice in certain circumstances, including where a court order or statutory provision requires confidentiality. You acknowledge that Koup's ability to notify you may be constrained by Applicable Law and that Koup is not liable for any consequences arising from a disclosure made pursuant to lawful legal process, whether or not notice was provided.

8O.3 Transparency Reporting

Koup is committed to transparency regarding the nature and volume of government requests it receives. Koup intends to publish periodic Transparency Reports disclosing, to the extent permitted by law: (a) the number and types of government and law enforcement requests received; (b) the number of requests complied with in whole or in part; (c) the number of Users whose data was disclosed; and (d) any challenges made by Koup to requests it considered overbroad or unlawful. Transparency Reports, when published, will be made available at koup.ca/transparency. You acknowledge that the timing and content of Transparency Reports may be constrained by legal obligations.

8O.4 Cooperation with Campus Institutions

Koup may receive requests from participating post-secondary institutions seeking information about users in connection with disciplinary proceedings, academic integrity investigations, or campus safety matters. Koup will respond to such requests only where: (a) you have provided express written consent to the disclosure; (b) the institution provides a valid legal basis for the request under Applicable Law; or (c) disclosure is necessary to prevent an imminent threat to the safety of any member of the campus community. Koup is not an agent or extension of any post-secondary institution and does not share user data with institutions as a matter of routine operation.

8P.1 Koup's Relationship with Post-Secondary Institutions

Koup is an independent private company and is not affiliated with, endorsed by, or acting as an agent of any post-secondary institution, including the University of British Columbia or Simon Fraser University. The fact that Koup verifies your student status using your institutional email address does not create any legal relationship, agency, partnership, or data sharing arrangement between Koup and your institution, beyond what is described in any applicable institutional data sharing agreement. You are responsible for complying with your institution's policies regarding the use of third-party digital platforms, including any applicable acceptable use policies.

8P.2 FIPPA and Institutional Records

In British Columbia, the Freedom of Information and Protection of Privacy Act (FIPPA), R.S.B.C. 1996, c. 165, governs access to and protection of personal information held by public bodies, including public post-secondary institutions. You acknowledge and agree that:

• Koup is not a public body under FIPPA and is not subject to FIPPA's requirements in respect of its own operations, which are governed by PIPA BC;
• Any student records, grades, enrolment data, or other information held by your institution remain subject to FIPPA and are the institution's responsibility;
• By providing your institutional email address to Koup for verification purposes, you represent that the address was issued to you by your institution, that you are the legitimate holder of it, and that providing it to Koup does not violate any policy of your institution;
• Koup does not request, collect, or store your institutional account password or any other institutional login credential, and will never ask you to provide them. Koup's verification process requires only that you demonstrate control of an institutional email address;
• Koup does not access, collect, or store your academic records, grades, course enrolment, or any other educational records held by your institution; and
• Any institutional email communications you send or receive through your institution's email system in connection with Koup may be subject to FIPPA access-to-information requests directed to your institution.

8P.3 Academic Integrity

Koup is committed to supporting the academic integrity of the institutions in its network. In addition to the Marketplace prohibition on academic cheating materials in Section 8F, you agree that you will not use any feature of the Platform for any of the following purposes:

• Coordinating, facilitating, or soliciting assistance with academic dishonesty, including but not limited to cheating on examinations, submitting plagiarized work, or violating your institution's academic integrity policy in any other respect;
• Advertising, offering, or purchasing contract cheating services, essay mills, examination, examination, or any other form of academic misconduct;
• Organizing or participating in groups, channels, or events on the Platform that are designed to facilitate academic dishonesty;
• Sharing examination questions, answers, or invigilator instructions in a manner that violates your institution's academic integrity policies; or
• Using anonymous features of the Platform, including The Chirp, to coordinate academic misconduct while concealing your identity.

Koup reserves the right to cooperate with post-secondary institutions in the investigation of alleged academic misconduct involving the Platform, to the extent permitted by Applicable Law and consistent with its privacy obligations. Engaging in academic dishonesty through the Platform may also constitute a violation of your institution's student code of conduct and may result in academic penalties independent of any action taken by Koup.

8Q.1 Right to Export Your Data

You may request a copy of the Personal Information and User Content associated with your Account at any time by submitting a written data export request to privacy@koup.ca. Your request must include your full name, registered email address, and Account username, together with proof of identity satisfactory to Koup. Koup will provide you with a copy of your data in a commonly used, machine-readable format (such as JSON or CSV) within 30 calendar days of receiving a valid request, subject to any extensions permitted under Applicable Law.

8Q.2 Scope of Export

A data export request will include, to the extent technically feasible:

• Your profile information, including username, biography, and profile photograph;
• User Content you have posted, including posts in The Chirp, The Flock, FlyBy uploads, Marketplace listings, and event submissions;
• A record of your Account activity, including account creation date, login history, and key account events;
• Your privacy and notification preferences; and
• Any other Personal Information Koup holds about you that is subject to access under PIPA BC.

Data exports will not include: (a) Private Content (messages) sent to you by other users, to the extent disclosure would violate the other user's privacy rights; (b) Koup's internal operational records, system logs, or moderation records; (c) derived or inferred data that does not constitute Personal Information; or (d) information that Koup is legally prohibited from disclosing.

8Q.3 Limitations

Koup may decline or limit a data export request where: (a) the request is manifestly unfounded or excessive, including by reason of its repetitive character; (b) providing the export would adversely affect the rights and freedoms of other individuals; or (c) the data requested falls within a category that Koup is not required to disclose under Applicable Law. If Koup declines a request or limits its scope, it will inform you of the reasons and of your right to file a complaint with the OIPC BC. Koup reserves the right to charge a reasonable fee for manifestly excessive or repetitive data export requests, in accordance with PIPA BC.

8R.1 Prohibition

You must not distribute, share, upload, transmit, or threaten to distribute, through any feature of the Platform, an intimate image of any individual without that individual's consent. This prohibition applies to images of any person, including yourself where another identifiable individual is depicted, and applies regardless of how the image was obtained or created. For the purposes of this Section, an intimate image includes a visual recording or representation in which an individual is or is depicted as nude, nearly nude, exposing their genital organs, anal region or breasts, or engaged in explicit sexual activity, and includes images that have been digitally created or altered to depict an individual in that manner, whether or not the individual is identifiable.

8R.2 Revocation of Consent

An individual depicted in an intimate image may revoke their consent to its distribution at any time and for any reason, including where they previously consented. If you have distributed an intimate image and consent is revoked, you must make every reasonable effort to remove that image and any copies within your possession or control. Failure to do so may constitute an unlawful act under Applicable Law.

8R.3 Reporting and Expedited Removal

Koup maintains an expedited process for reports of non-consensual intimate images. Reports may be submitted through the in-app reporting tool by selecting the corresponding report category, or by email to safety@koup.ca. Reports made under this Section are prioritized ahead of all other content reports. Koup will take reasonable steps to restrict access to reported content promptly pending review, and will remove content it determines to be in breach of this Section. You are not required to identify yourself in order to make a report under this Section, and Koup will not disclose the identity of a reporting individual to the person reported except where required by Applicable Law.

8R.4 Legal Framework and Compliance

The Intimate Images Protection Act, S.B.C. 2023, c. 11 provides an expedited process, available through the Civil Resolution Tribunal, for individuals seeking the removal of intimate images distributed without consent, and permits orders to be made against internet intermediaries. Information about that process is available at takebackyourimages.gov.bc.ca. Koup will comply with any order made under that Act or under equivalent legislation in another jurisdiction, and maintains the internal procedures and records necessary to identify, restrict, and remove reported content and to respond to such orders. Nothing in this Section limits your right to seek relief directly through the Civil Resolution Tribunal or a court of competent jurisdiction, and you are not required to report to Koup before doing so.

8R.5 Consequences

Distribution of a non-consensual intimate image through the Platform will result in the immediate and permanent termination of your Account. Koup may report the matter to law enforcement. Such distribution may constitute an offence under section 162.1 of the Criminal Code, R.S.C. 1985, c. C-46, and may give rise to civil liability, including damages, independently of any action taken by Koup.

9.1 Platform Provided "As Is" and "As Available"

THE PLATFORM, INCLUDING ALL KOUP CONTENT AND FEATURES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, KOUP AND THE KOUP PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, INCLUDING:

• ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE FROM BUGS OR VIRUSES, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
• ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF ANY CONTENT AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING USER CONTENT, KOUP CONTENT, AND THIRD-PARTY CONTENT;
• ANY WARRANTY REGARDING THE CONDUCT, CHARACTER, SUITABILITY, IDENTITY, OR TRUSTWORTHINESS OF ANY USER, INCLUDING USERS MET THROUGH NEST FINDER OR MARKETPLACE; AND
• ANY WARRANTY THAT ANY OUTPUT GENERATED BY ANY AI-ENABLED FEATURE ON THE PLATFORM IS ACCURATE, APPROPRIATE, COMPLETE, OR RELIABLE.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KOUP OR ANY OF THE KOUP PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND;
• LOSS OF PROFITS, REVENUES, BUSINESS, OR ANTICIPATED SAVINGS;
• LOSS OF DATA, INFORMATION, OR CONTENT;
• LOSS OF GOODWILL OR REPUTATION;
• BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY;
• PERSONAL INJURY OR EMOTIONAL DISTRESS;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, CREDENTIALS, OR USER CONTENT;
• DAMAGES ARISING FROM YOUR INTERACTIONS WITH OTHER USERS, INCLUDING IN PERSON MEETINGS ARRANGED THROUGH THE PLATFORM;
• DAMAGES ARISING FROM THIRD-PARTY CONTENT, CONDUCT, OR SERVICES;
• DAMAGES ARISING FROM ANY ERROR, OMISSION, INTERRUPTION, DELAY, DEFECT, MALFUNCTION, OR FAILURE OF THE PLATFORM; OR
• ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KOUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE EXTENT THAT KOUP'S LIABILITY CANNOT BE FULLY EXCLUDED UNDER APPLICABLE CANADIAN LAW (FOR EXAMPLE, UNDER CONSUMER PROTECTION LEGISLATION), KOUP'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO KOUP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

9.3 No Liability for User Content or Transactions

Koup is a platform provider and is not the publisher, author, or distributor of User Content. Koup is not responsible for and does not endorse any User Content. Koup is not a party to any transaction, housing arrangement, service agreement, or other arrangement formed between Users through the Platform, and expressly disclaims all liability of any kind arising from any such arrangement. You irrevocably release the Koup Parties from any and all claims, demands, actions, causes of action, and damages (actual, consequential, and punitive) of every kind and nature, known and unknown, arising out of or in connection with any dispute with any other User, including disputes arising from Marketplace transactions, Nest Finder arrangements, or any other in person or offline interaction with a person you met through the Platform.

9.4 No Liability for Interruption or Modification of the Platform

Koup reserves the right to modify, suspend, or discontinue the Platform or any feature thereof at any time, permanently or temporarily, with or without notice. Koup is not liable for any modification, suspension, or discontinuation of the Platform or any feature. You agree that Koup shall have no obligation to maintain or support any particular version or feature of the Platform.

9.5 Essential Basis of the Bargain

You acknowledge that the limitations of liability, disclaimers of warranty, and exclusions set out in this Section 9 reflect a fair and reasonable allocation of risk between you and Koup and are a fundamental and essential element of the basis of the bargain between the parties. The Platform would not be made available to you on a free or subsidized basis in the absence of these limitations, and Koup has relied on these limitations in determining whether to make the Platform available to users.

To the fullest extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless each of the Koup Parties from and against any and all third-party claims, actions, suits, proceedings, demands, losses, liabilities, damages (including punitive and exemplary damages), costs, and expenses (including reasonable legal fees and disbursements on a solicitor-and-client basis) arising out of or in connection with any of the following:

• Your access to, use of, or inability to use the Platform, or any activity you conduct on or through the Platform;
• Any User Content you submit, post, upload, transmit, or otherwise make available through the Platform, including any claim that such content infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;
• Your actual or alleged violation of these Terms, the Community Guidelines, the Privacy Policy, any Supplemental Terms, or any Applicable Law;
• Your violation of the rights of any third party, including Intellectual Property Rights, privacy rights, rights of publicity, or any other legal rights;
• Your conduct in connection with any Marketplace transaction, Nest Finder arrangement, or any other interaction with another User, whether on or off the Platform;
• Any misrepresentation made by you, including any false statement made in connection with the identity verification or student status verification process;
• Your use of any AI-enabled feature, including any loss or damage arising from your reliance on AI-generated output; or
• Any claim by a third party whose likeness, Personal Information, or intellectual property you have used without authorization in connection with the Platform.

Koup reserves the right, at its own expense, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you, in which case you agree to cooperate fully with Koup in connection with such defense and settlement. You agree not to settle any claim subject to this Section without Koup's prior written consent.

11.1 Termination by You

You may terminate your Account and your access to the Platform at any time by using the account deletion function within the Platform's profile settings, or by submitting a written deletion request to support@koup.ca. Your request will be processed within a commercially reasonable time. Upon termination of your Account by you: (a) your right to access and use the Platform ceases immediately; (b) Koup will initiate its data deletion process in accordance with Section 3.6 and the Privacy Policy; and (c) any User Content you have made public may remain visible to other Users who have accessed or saved it, and may persist in Koup's systems for the retention period described in the Privacy Policy.

11.2 Suspension, Restriction, and Termination by Koup

Koup may, in its sole and absolute discretion, at any time and without prior notice or liability, suspend your access to the Platform, restrict your use of certain features, or permanently terminate your Account if Koup determines or reasonably suspects that:

• You have violated, or are likely to violate, these Terms, the Community Guidelines, the Privacy Policy, any Supplemental Terms, or any Applicable Law;
• You have engaged in conduct that is harmful or potentially harmful to other Users, third parties, Koup, or the broader campus community;
• You are no longer enrolled at a participating post-secondary institution and have failed to update your student status;
• You have provided false, inaccurate, or misleading information at any time, including during the registration or verification process;
• You have attempted to circumvent or undermine the Platform's security, integrity, or verification mechanisms;
• Koup has received a valid court order, search warrant, regulatory directive, or other lawful process requiring suspension or termination of your Account;
• You have engaged in any activity that creates or may create legal liability or reputational harm for Koup;
• Your Account has been inactive for an extended period as determined by Koup from time to time; or
• Koup has decided to discontinue the Platform or the feature through which you primarily access the Platform.

11.3 Effect of Termination

Upon termination of your Account by Koup or by you for any reason:

• Your licence to access and use the Platform and Koup Content terminates immediately;
• You must immediately cease all use of the Platform;
• Koup may delete, deactivate, or archive your Account and associated data in accordance with Section 3.6 and the Privacy Policy;
• Any fees or amounts owed by you to Koup or to other Users through the Platform prior to termination remain due and payable; and
• The following provisions of these Terms survive termination and continue in full force and effect: Section 1 (Definitions), Section 3 (Privacy), Section 4.2 through 4.2D (Licence Grants), Section 4.10 (Moral Rights), Section 7 (Intellectual Property), including Section 7.3.3 (Record Retention), Section 8R (Non-Consensual Intimate Images), Section 9 (Disclaimers and Limitation of Liability), Section 10 (Indemnification), Section 13 (Governing Law), Section 14 (Dispute Resolution), and Section 19 (General Provisions).

11.4 Appeals Process

Where Koup suspends, restricts, or terminates your Account, or removes your User Content, Koup will notify you of the action taken and the general reason for it, except where Koup is prevented from doing so by Applicable Law or where notice would compromise an ongoing investigation or the safety of any person.

If you believe the action was taken in error, you may submit a written appeal to support@koup.ca within 30 calendar days of receiving notice of the action. Your appeal should include: (a) your full name and Account username; (b) a description of the action taken; (c) the reasons why you believe the action was in error; and (d) any supporting evidence or documentation.

Koup will review appeals in good faith and will respond within a commercially reasonable time. Where the action being appealed was taken solely on the basis of an automated determination, your appeal will be reviewed by a person. Koup is not obligated to reverse any enforcement action, and Koup's decision concludes Koup's internal appeals process.

Nothing in this Section limits any right or remedy available to you under Applicable Law, or affects any limitation period applicable to a claim

12.1 Amendments to These Terms

Koup reserves the right to amend, modify, update, or replace these Terms at any time and for any reason, including reflect changes in the Platform, changes in Applicable Law, or changes in Koup's business practices. When Koup makes material changes to these Terms, it will:

• Post the revised Terms on the Platform and at koup.ca/terms, with an updated "Last Updated" date and version number prominently displayed;
• Provide advance notice of the changes to Users through one or more of the following: in-app notification, push notification, email to your registered address, or a notice displayed upon next login;
• Where required by Applicable Law, obtain fresh consent from Users before the amended Terms take effect.

Your continued use of the Platform following the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to any amendment, you must cease using the Platform and delete your Account before the effective date of the amendment. Where amendments are required to comply with Applicable Law or court orders, Koup may implement those amendments with immediate effect.

12.2 Modifications to the Platform

Koup reserves the right to modify, add, change, suspend, or permanently discontinue any feature, functionality, or aspect of the Platform, at any time and in its sole discretion, with or without prior notice to Users. Koup is under no obligation to maintain any particular feature or functionality and is not liable for any loss or inconvenience resulting from any such modification, suspension, or discontinuation. If Koup discontinues a paid feature for which you have prepaid, Koup will provide a pro-rated refund of any unused prepaid fees, unless otherwise indicated.

These Terms, the Privacy Policy, the Community Guidelines, and all Supplemental Terms, as well as any dispute, claim, or controversy arising out of or in connection with them or your use of the Platform (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any conflict of law rules or principles that would result in the application of the laws of any other jurisdiction. Subject to Section 14 (Dispute Resolution), you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the City of Vancouver, for the determination of any dispute that cannot be resolved through the informal resolution process set out in Section 14. You waive any objection to the laying of venue in the courts of British Columbia and any claim that such courts are an inconvenient forum. Nothing in these Terms limits Koup's right to seek injunctive relief or other emergency equitable relief in any court of competent jurisdiction in order to prevent irreparable harm pending the resolution of any dispute. If you access the Platform from outside Canada, you are responsible for compliance with all local laws applicable to your access and use of the Platform to the extent that such laws do not conflict with these Terms.

14.1 Informal Resolution

Koup encourages you to attempt to resolve any dispute informally before initiating a formal legal proceeding. To do so, you may send a written Notice of Dispute to legal@koup.ca that includes: You must send a written Notice of Dispute to legal@koup.ca that includes: (a) your full name, Account username, and contact information; (b) a detailed description of the nature and basis of dispute; (c) the specific relief or remedy you are seeking; and (d) any supporting documentation. Upon receipt of a Notice of Dispute, Koup will assign a representative to engage with you in good faith to attempt to resolve the dispute within 30 calendar days. Nothing in this Section requires you to delay or refrain from commencing any proceeding, or affects any limitation period applicable to your claim. Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction where such relief is necessary to prevent irreparable harm.

14.2 Limitation Period

Any claim or cause of action arising out of or relating to these Terms, the Platform, or your use thereof must be commenced within the limitation period required by Applicable Law. Nothing in these Terms shortens or limits any period of limitation or other right that Applicable Law expressly provides and that cannot be lawfully contracted out of.

14.3 Consumer Rights Preserved

Nothing in these Terms limits, waives, or restricts any right you may have to commence, join, participate in, or benefit from a class, collective, or representative proceeding, or any other right conferred on you under the Business Practices and Consumer Protection Act, S.B.C. 2004, c. 2 or other Applicable Law that cannot lawfully be contracted out of..

Koup's Platform is designed exclusively for post-secondary students and is not directed at individuals under the age of 17. Given the Canadian government's stated legislative direction on online safety for minors, including the policy rationale underlying emerging federal online-safety and age-assurance legislation, Koup implements the following protections:

• Koup does not knowingly create Accounts for or provide services to individuals under the age of 17;
• Koup implements student enrollment verification as a primary age assurance mechanism, consistent with emerging regulatory expectations for "age assurance" as distinct from mere age declaration;
• If Koup becomes aware, through any means, that an Account holder does not meet the minimum age requirement, Koup will promptly suspend or permanently terminate the Account and delete associated Personal Information in accordance with Applicable Law;
• Koup will cooperate with parents or guardians who report that a minor is using the Platform without authorization; and
• Koup will update its age assurance practices as required to comply with any applicable legislation enacted in the future.

If you are a parent or guardian and have reason to believe that your minor child has created an Account on the Platform without your authorization, please contact Koup immediately at privacy@koup.ca. Koup will investigate promptly and take appropriate action.

16.1 Security Measures

Koup implements and maintains a comprehensive set of technical and organizational security measures designed to protect the Platform and the Personal Information of Users from unauthorized access, disclosure, use, alteration, loss, and destruction. These measures include, without limitation: industry-standard encryption protocols for data in transit (TLS/SSL) and data at rest; access control mechanisms, including role-based access, multi-factor authentication for administrative systems, and principle of least privilege; regular security assessments and vulnerability testing; network monitoring and intrusion detection systems; employee security training and background screening for those handling Personal Information; and formal incident response and business continuity plans. Notwithstanding these measures, no security system is impenetrable, and Koup cannot guarantee that unauthorized parties will never be able to defeat its security measures. You acknowledge and accept this risk and understand that you provide Personal Information to Koup at your own risk.

16.2 User Security Responsibilities

You are responsible for maintaining the security of your Account and for all activity that occurs under your Account. You must: (a) use a strong, unique password for your Account that you do not use for other services; (b) enable any two-factor authentication features offered by Koup; (c) not share your credentials with any other person; (d) log out of your Account on shared or public devices; (e) use secure, trusted networks when accessing the Platform; and (f) immediately notify Koup at support@koup.ca if you become aware that your Account has been compromised or that your credentials have been disclosed to an unauthorized party. Koup is not liable for any loss or damage arising from your failure to comply with these responsibilities.

16.3 Data Breach Notification

In the event that Koup becomes aware of a security breach involving Personal Information that, in Koup's assessment, creates a real risk of significant harm to one or more Users (a "Material Breach"), Koup will provide notification to affected Users and to the applicable privacy regulator (the Office of the Information and Privacy Commissioner for British Columbia and/or the Office of the Privacy Commissioner of Canada, as applicable) in accordance with the requirements of PIPA BC and PIPEDA. Such notification will be provided as soon as reasonably practicable following Koup's confirmation of the breach and will include, to the extent then known: (a) a description of the nature of the breach; (b) the categories and approximate number of individuals affected; (c) the categories and approximate volume of Personal Information involved; (d) the likely consequences of the breach; (e) the measures Koup has taken or proposes to take to address the breach and mitigate its effects; and (f) contact information for Koup's Privacy Officer. In addition to the foregoing, Koup maintains a record of all security breaches, including breaches that do not meet the threshold for notification, as required under PIPA BC.

Koup may establish campus ambassador, campus partner, or campus operator programs through which selected students, student organizations, or campus bodies are appointed to facilitate awareness, adoption, and growth of the Platform at specific post-secondary institutions. The following terms apply to all campus partners, ambassadors, and operators:

• Campus partners, ambassadors, and operators are engaged as independent contractors and are not employees, agents, officers, or representatives of Koup for any purpose;
• Campus partners, ambassadors, and operators have no authority to bind Koup contractually, to make representations on Koup's behalf, or to waive any of Koup's rights;
• Koup is not responsible for the personal conduct, representations, or omissions of campus partners, ambassadors, or operators, whether in the performance of their designated roles or otherwise;
• Campus partners, ambassadors, and operators are subject to separate written agreements that govern the specific terms, compensation structures, obligations, and duration of their engagement; and
• Any compensation payable to campus partners, ambassadors, or operators is governed solely by those separate agreements and is not subject to these Terms.

If you interact with a Koup campus ambassador or partner and have a concern about their conduct, please report it to support@koup.ca.

Koup shall not be liable for any delay, failure, or impairment in the performance of any obligation under these Terms, and no such delay, failure, or impairment shall constitute a breach of these Terms, to the extent that such delay, failure, or impairment arises from or is caused by circumstances beyond Koup's reasonable control, including but not limited to: acts of God; earthquake, fire, flood, hurricane, tornado, or other natural disaster; pandemic, epidemic, or public health emergency declared by a competent authority; war, invasion, terrorism, or civil unrest; action or inaction of any governmental authority, court, or regulatory body; labour disputes, strikes, or lockouts; failure of the internet, telecommunications networks, power grids, or third-party hosting infrastructure; cyberattacks, distributed denial-of-service attacks, or other malicious acts by third parties; or failure of any essential third-party service provider (each, a "Force Majeure Event"). In the event of a Force Majeure Event, Koup's obligations shall be suspended for the duration of the Force Majeure Event. Koup will use commercially reasonable efforts to minimize the impact of any Force Majeure Event and to resume normal operations as quickly as practicable.

19.1 Entire Agreement

These Terms, together with the Privacy Policy, the Community Guidelines, and any applicable Supplemental Terms (each of which is incorporated by reference), constitute the entire agreement between you and Koup with respect to the Platform and your use thereof, and supersede all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether oral or written, between you and Koup relating to the same subject matter. No prior drafts of these Terms shall be used in the interpretation or construction of the final agreement.

19.2 Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent and economic effect of the provision. If any provision cannot be so modified, it shall be severed from these Terms, and the remaining provisions of these Terms shall continue in full force and effect as if the severed provision had never been included. The invalidity or unenforceability of any provision in one jurisdiction shall not affect its validity or enforceability in any other jurisdiction.

19.3 Waiver

No failure or delay by Koup in exercising any right, power, or privilege under these Terms shall constitute a waiver of that right, power, or privilege, nor shall any single or partial exercise of any right, power, or privilege prevent any future exercise thereof or the exercise of any other right, power, or privilege. No waiver by Koup of any breach of these Terms shall be deemed a waiver of any subsequent breach of the same or any other provision. Any waiver by Koup must be expressed, in writing, and signed by an authorized representative of Koup.

19.4 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms, whether voluntarily, by operation of law, or otherwise, without Koup's prior written consent. Any purported assignment in violation of this Section is void and of no effect. Koup may freely assign, transfer, or delegate any or all of its rights and obligations under these Terms, including in connection with a merger, amalgamation, acquisition, reorganization, sale of substantially all assets, or operation of law, without your consent and without notice, provided that such assignment does not materially reduce the protections afforded to you under these Terms.

19.5 No Partnership, Agency, or Joint Venture

Nothing in these Terms creates, or shall be construed to create, any partnership, joint venture, agency, employment, franchise, or fiduciary relationship between you and Koup. You are an independent user of the Platform. You have no authority to make any representation or commitment on behalf of Koup, and nothing in these Terms creates any obligation on Koup's part to act as your agent or representative.

19.6 No Third-Party Beneficiaries

These Terms are for the exclusive benefit of you and Koup and do not create any rights, benefits, or remedies in favour of any third party. No third party shall have the right to enforce any provision of these Terms. Nothing in these Terms shall be construed as creating any obligation on Koup's part to any third party.

19.7 Notices

Any notice required or permitted under these Terms must be in writing. Notices from Koup to you will be provided via: (a) in-app notification; (b) push notification; (c) email to the address registered with your Account; or (d) a prominent notice posted on the Platform. Such notices are effective upon delivery or posting. Notices from you to Koup must be submitted by email to the applicable contact address set out in Section 19.9, and are effective upon receipt by Koup during normal business hours. You are responsible for maintaining an accurate and current email address on your Account.

19.8 Unsolicited Feedback and Suggestions

Koup welcomes comments, suggestions, ideas, and other feedback about the Platform ("Feedback"). However, by submitting any Feedback to Koup through any channel (including in-app tools, email, social media, or otherwise), you acknowledge and agree that: (a) your Feedback does not contain the confidential or proprietary information of any third party; (b) Koup is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) Koup may use, reproduce, disclose, publish, distribute, modify, commercialize, and exploit the Feedback in any manner it sees fit, for any purpose, without restriction and without any obligation to compensate, credit, or acknowledge you; (d) you irrevocably waive any moral rights or similar rights in the Feedback in favour of Koup; and (e) Koup is under no obligation to act on, implement, or respond to any Feedback.

19.9 Language

The parties have agreed that these Terms and all related documents be drawn up in the English language. Les parties ont convenu que les présents Termes et tous les documents s'y rapportant soient rédigés en langue anglaise. To the extent required by applicable consumer protection legislation in the Province of Quebec, a French version of these Terms shall be made available upon written request to legal@koup.ca. The French version, if requested and provided, shall have equal legal force.

19.10 Contact Information

For all questions, concerns, complaints, or legal notices arising from these Terms, please contact Koup at the following addresses:

The Flockr Inc.

• General Support & Inquiries: support@koup.ca
• Safety & Non-Consensual Image Reports: safety@koup.ca
• Privacy Officer & Data Requests: privacy@koup.ca
• Legal Notices & Copyright Claims: legal@koup.ca
• Campus Partnerships: admin@koup.ca
• Website: www.koup.ca

Section 19.7 above refers to "the applicable contact address set out in Section 19.9." The contact addresses are set out in Section 19.10; Section 19.9 is Language. This cross-reference is reproduced as it appears in the executed document.