Terms and Conditions

1. Welcome to the Terms & Conditions (these “Terms“) for the Upside application (the “App“) operated by Upside Technologies Limited (“Upside“, “we“, “our” or “us“). We are registered in England and Wales under company number 11228711, and with our registered office at 33 Broadwick Street, London W1F 0DQ, United Kingdom. Please read these Terms carefully before you start to use the App.

2. In order to become a Customer (“Customer” or “you“) of the App and to enjoy the service provided and features available on the App, you must read and accept all these Terms. By using or subscribing for any part of the App, you indicated that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please do not use the App. You may be asked to agree to additional terms and conditions if you register or sign up for any additional, alternative or enhanced services or products. These additional terms may be with Upside or with an applicable third party, but on all occasions will be provided to you in advance of you deciding to register or sign up for the new product or service.

1. You must be 18 years of age or over to use the App and to make any purchases.

2. Use of the App requires a connection to the Internet and appropriate telecommunication infrastructure. We are not liable for any costs you may incur from the use of such.

3. The App may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by Upside. Illegal and/or unauthorised use of the Upside App is prohibited. Unauthorised commercial advertisements, affiliate links and other forms of solicitation may be removed from Customer accounts without notice and may result in termination of Customer privileges. Appropriate legal action will be taken for any illegal or unauthorised use of the Upside App. You are prohibited from selling, trading or otherwise transferring your Upside account to another party.

4. You will need to register to use the App by creating an account with Upside. This is so that we can provide you with easy access to your personal section of the App. You can register directly with us in order to use the App. If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register to become a Customer, you need to submit your name and a valid email address. You are solely responsible for maintaining the confidentiality of your account, log-in details and password and should not share these with any other party. You are fully responsible for all activities that occur under your account. You agree to notify Upside immediately if you suspect any unauthorised use of your account or any other breach of security. Upside cannot and will not be liable for any loss or damage arising from your failure to comply with this section. Any accounts which have been registered with another person’s email address or with temporary email addresses may be closed without notice. We may require users to re-validate their accounts if we suspect the use of an invalid email address.

5. Third-party merchants (the “Merchants“) may advertise goods and services on the App from time to time. It is at the Merchant’s sole discretion to determine whether advertised packages can be used in conjunction with any other promotions, vouchers, third party certificates or coupons. Upside is not responsible for any goods or services supplied to you by a third party, including those which were advertised to you on the App. It is your sole responsibility to ensure that you are satisfied with the terms on which you are engaging with the applicable third party.

When you subscribe for a free section of the App (the “Free Version”):

1. The Free Version is made available to you free of charge and on an “as is” basis. In particular: its functionality may not be as described in the product description; it may not be of satisfactory quality; it may contain defects; it may not be fit for any particular purpose; it may not meet your requirements; it may not be compatible with your hardware or software; and it may not be secure.

2. If you have subscribed for the Free Version: ◦ we do not undertake to correct any defects in the App; and ◦ subject to the Consumer Rights Act 2015, we may remove any functionality from the App without providing any reason or warning.

1. You warrant that all information you provide on registration and contained as part of your account on this App is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.

2. It is your responsibility to ensure that any services, content or information available through the App meet your specific requirements.

3. You agree to act in a responsible and legal manner when using the App. You shall comply with all applicable laws, regulations and rules and undertake not to use the App for any unlawful purpose, for the commission of any offence or crime under the laws of any jurisdiction to which access is obtained through the App or in a manner which is likely to cause harm, offence or nuisance to any other Internet user.

4. You agree not to use the App to: ◦ post content that is patently offensive and promotes racism, bigotry, hatred or harm of any kind against any group or individual; ◦ post content that contains violence, or offensive subject matter; ◦ post or promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; ◦ post content or initiate communications which are unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable; ◦ post content that furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities; ◦ create a false identity on the App, impersonate any person or entity or falsely state or otherwise misrepresent yourself, your name, your age or your affiliation with any person or entity; ◦ use the App for any illegal purpose, criminal or tortious activity, including but not limited to, fraud, spamming, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement or theft of trade secrets; ◦ upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or other relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or which infringes any intellectual property rights; ◦ upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; ◦ upload, post, email, transmit or otherwise make available any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code, files or programs designed to interrupt, destroy, limit or adversely affect the functionality of any computer software or hardware or telecommunications equipment; ◦ attempt to gain unauthorised access to the App, in particular the non-public areas, the server on which the App is stored or any server, computer or database connected to the App; ◦ attack the App via a denial-of-service attack or a distributed denial-of-service attack; ◦ interfere with or disrupt the App or servers or networks connected to this App, or disobey any requirements, procedures, policies or regulations of networks connected to this App; ◦ display on the App or use in connection with the App any pirated software or any copyrighted materials or counterfeit materials without the permission of the copyright holder; or ◦ display on the App or use in connection with the App any materials which in any way infringe the copyright, other intellectual property rights or proprietary rights of a third party or which may otherwise render Upside liable to the payment of damages to any third party.

5. Upside reserves the right to investigate and take appropriate legal action against anyone who, in our opinion, violates this provision, including, without limitation, reporting you to appropriate law enforcement authorities.

6. We reserve the right to remove or suspend any material posted which is, in our sole opinion, in breach of this clause, or which we suspect to be in breach of this clause at our absolute discretion. Upside shall be entitled to terminate your registration for breach of this clause.

Any personally identifiable information which we will collect, use and process will be treated in accordance with our Privacy Policy.

1. Any material or content you transmit or post to the App shall be considered non-confidential and non-proprietary.

2. You understand that by posting materials and/or information on the App or otherwise providing materials to Upside via any media, you are granting us a worldwide, royalty-free, irrevocable, transferable licence to use such materials and information for any purpose in the course of providing the App or offering services.

3. You represent and warrant that: (i) you own the materials and/or information posted by you on or through the App or otherwise have the right to grant the licence set forth in this section 5, and (ii) the posting of your materials and/or information on or through the App does not violate the privacy rights, publicity rights, copyrights, contract rights, moral rights, intellectual property rights or any other rights of any person. You agree to pay for all royalties, fees and any other monies owing to any person by reason of any content posted by you to or through the App.

4. You are permitted to print and download limited extracts from the App for your own personal use provided that: ◦ no documents or related graphics on the App are modified in any way; ◦ no graphics on the App are used separately from the corresponding text; and ◦ Upside's copyright and trademark notices and this permission notice appear in all copies. Our status (and that of any identifying contributors) as the authors of any material on the App must always be acknowledged.

5. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

6. You must not use, copy or reproduce any part of the materials on the App for commercial purposes or for use on any other digital platform without obtaining prior written consent to do so from us or our licensors.

7. If you print off, copy or download any part of the App in breach of these Terms, your right to use the App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

1. The App contains intellectual property, which is the proprietary property of Upside (“Upside IP”). This includes, but is not limited to, copyrights, trademarks, information about technology, and other proprietary rights, and may be provided in the form of text, graphic, audio and video downloads, links or source codes. Upside retains the rights to the Upside IP and reserves all rights in respect of the same.

2. Subject to these Terms, we grant you a non-exclusive, non-transferable, limited, revocable and non-sublicensable right to access and use the App and the material displayed thereon. However, no right, title or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials.

3. All materials incorporated in or accessible through the App, including, without limitation, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software and other content, and the compilation, collection, arrangement and assembly thereof (including the look and feel of the App), are owned, controlled or licensed by Upside, or by the original creators of such materials or their permitted licensors. Such materials may be used only for viewing the App in the ordinary course or as a resource for using the App. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-use, transmission, republication, downloading, display, posting, performance or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited.

4. In respect of all content or material that you submit or post on the App: ◦ you grant us a worldwide, irrevocable royalty-free, transferable licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights; and ◦ you confirm that you have obtained the consent of any individual identified in such material to the posting of the material on the App.

5. In the event that your contributions to the App infringe any rights of any third party, you shall, at your own expense and at our discretion, either obtain the right to use such contribution or render such contribution free from infringement.

Your termination rights

1. You may cancel your account at any time by emailing help@upsidetechnology.co.

2. We may terminate and close your account and prevent your access to and use of the App without any liability to you at any time.

IMPORTANT – YOUR ATTENTION IS DRAWN TO THIS SECTION

1. Nothing in this clause 9 affects our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

2. Subject to clause 9(a), Upside is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet or on any of the App or combination thereof, including any injury or damage to your or to any person’s computer related to or resulting from participation in connection with the App. Access to the App may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Upside's control.

3. Subject to clause 9(a) Upside is not legally responsible for: ◦ losses that: 1. were not foreseeable to us and you when the agreement was formed; or 2. that were not caused by any breach on our part; ◦ business losses; and ◦ losses to non-consumers.

1. Upside is not regulated by the Financial Conduct Authority and does not offer any regulated services. The content, commentary and materials posted on the App are strictly for public information and distribution purposes only and are not intended to address your particular requirements. We disclaim all liability and responsibility arising from any reliance placed on commentary or materials by any user of this App, or by anyone who may be informed of any of its contents.

2. You understand and agree that the information provided on the App does not constitute any form of advice, recommendation, endorsement or arrangement. The information published on the App should not be interpreted as a recommendation for you to buy, sell, or hold that or any other security, financial product or investment. The opinions expressed on the App do not constitute investment advice.

3. Upside does not provide tax, legal or investment advice or opinion regarding the suitability, value or profitability of any particular security, portfolio or investment strategy. Independent advice should be obtained before making any such decision from your financial adviser, tax adviser or solicitor.

4. In using the App you acknowledge that: ◦ the App, and the commentary, material and content displayed on the App, are provided for information purposes only and are not intended for trading purposes; ◦ the App may include certain information taken from stock exchanges and other sources from around the world; and ◦ you expressly agree that your use of the App is at your sole risk.

5. Upside and its members, officers, directors, and employees (or a member of their household) may have positions in, or may buy or sell any of the securities, derivative instruments or other investments mentioned or described in content, either as agent or principal for their own account.

The English courts will have non-exclusive jurisdiction over any claim arising in respect of, or related to, these Terms or the App. These Terms will be governed by and construed in accordance with the laws of England and Wales.

This App may contain links or references to other websites, these are provided for your convenience only. If you use these links, you leave the App. Upside has no control over third party websites and accepts no responsibility for any content, material, information intellectual property rights, accuracy or opinions expressed on such websites. Inclusion of any linked website on the App does not imply approval or endorsement of the linked website by Upside. When you access these third-party sites, you do so at your own risk, your use of such third party sites may be governed by the terms and conditions of that third party site.

1. You may link to the website homepage provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in any way so as to suggest any form of association, approval or endorsement on our part where none exists.

2. You may not mirror, screen scrape or otherwise reproduce all or any part of the website on any other site. Unless otherwise authorised in writing by us, you may not suggest any form of association, approval or endorsement of any website on our part.

3. If you wish to make use of material on the App other than as permitted by these Terms, please address your request to info@upsidetechnology.co.

1. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. These Terms are personal to Upside and you.

2. Should any part of these terms and conditions for any reason be declared invalid or unenforceable by a court of competent jurisdiction, it shall be deemed to be deleted without affecting the remaining provisions.

3. The failure of Upside to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

4. We may revise these Terms at any time by amending this page and both you and we will be legally bound by those changes after a period of 7 days unless you terminate your account within the 7 days of us notifying you of such change.

5. You may not assign, novate, sub-contract or otherwise transfer any part or all of these Terms, without the prior written consent of Upside.

6. Nothing in these Terms shall create or be deemed to create a partnership, joint venture agency or employment relationship of any kind between you and Upside.

7. Upside shall not be liable for delay or failure to perform any of its obligations under these Terms where and to the extent that such delay or failure results from any circumstances beyond its reasonable control.

8. Unless otherwise stated in these Terms, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.

Please contact us at help@upsidetechnology.co with any questions regarding these Terms or material which appears on our App.