Terms

These terms of use (“Terms”) sets forth the terms and conditions that apply to your access and use of the website located at upsyde.io (the “Website”)

This site is operated by Upsyde, LLC (“Upsyde”). Upsyde is not a registered exchange under the Securities Exchange Act of 1934, a registered investment adviser under the Investment Advisers Act of 1940, or a financial or tax planner. Upsyde does not offer legal, tax, investment or financial advice. Although Upsyde’s products may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.

Acceptance

Use of the Website or our products constitutes your agreement to be bound by the terms and conditions contained in these Terms and the Privacy Policy, which is incorporated by reference into these Terms and can be found at https://upsyde.io/privacy-policy, each as may be amended from time to time.

Privacy

The Privacy Policy explains how Upsyde treats your personal data and protects your privacy when you access Upsyde. The Privacy Policy may be updated from time to time in the sole discretion of Upsyde. Changes are effective upon posting to the Website, or as otherwise specified upon posting.

Third-party information

Upsyde works with third-party providers of information in connection with the your use of its products. Upsyde does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose.

Registration information

Any information provided to or data generated by your activities on the Upsyde platform will be available to Upsyde in order to assist you you’re your use of the products, unless otherwise prohibited by law, rule, or regulation. 

By providing Upsyde with your e-mail address, you agree to receive all required notices from Upsyde electronically, to the e-mail address provided. It is your responsibility to update or change that address. 

Your use of Upsyde products

Your right to access the Website and use our products is personal to you and is not transferable by you to any other person or entity. Your access to the Website and use of our products may be interrupted from time to time, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair or other reasons. 

Upsyde’s IP rights

The Website’s “look and feel,” photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under United States and other applicable copyright, trademark and other laws. Any distribution, reprint or electronic reproduction of any content from the Website, in whole or in part, for any other purpose is expressly prohibited without Upsyde’s prior written consent.

No interference

You agree that you will not:

1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any of our products;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our products;
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of our products; or
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of our products.

Disclaimers

ALL PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE WEBSITE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. UPSYDE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE WEBSITE OR OUR PRODUCTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND OUR PRODUCTS IS AT YOUR SOLE RISK.

UPSYDE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF ITS PRODUCTS, WHETHER SUCH CONTENT IS PROVIDED BY UPSYDE OR BY A THIRD PARTY ON THE WEBSITE, AND UPSYDE EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. UPSYDE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE WEBSITE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Upsyde is not registered

NEITHER UPSYDE NOR ITS PRODUCTS ARE INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. Although the Website and Upsyde’s products may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.

Upsyde is not:

• a registered exchange under the Securities Exchange Act of 1934, as amended;
• a registered investment adviser under the Investment Advisers Act of 1940 or
• a financial or tax planner.

Although the Website may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.

Limitations on liability

IF UPSYDE IS FOR ANY REASON HELD LIABLE TO YOU OR TO ANY OTHER INVIDIUAL OR ENTITY, WHETHER IN CONTRACT, WARRANTY, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, THE LIABILITY OF UPSYDE, IN THE AGGREGATE AND NOT PER INCIDENT, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO UPSYDE FOR THE USE OF ITS PRODUCTS WITHIN THE PAST ONE-YEAR, IF ANY, OR (2) $100.00. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PRODUCTS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

UPSYDE SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR INDIVIDUAL FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, TRADES OR DATA OR FOR ANY DAMANGE TO YOUR EQUIPMENT OR FOR ANY BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE WEBSITE OR UPSYDE’S PRODUCTS OR THESE TERMS, EVEN IF UPSYDE AND/OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES AND FOREIGN COUNTRIES DO NOT ALLOW US TO LIMIT OUR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN THOSE STATES OR FOREIGN COUNTRY, UPSYDE’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

You shall defend, indemnify and hold harmless Upsyde, its and their officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys’ fees, imposed on, incurred by or asserted as a result of or related to: (a) any non-compliance by you with the terms and conditions hereof; or (b) any third-party actions related to your receipt and use of the Website or our products and content, whether authorized or unauthorized under the Agreement. Any cooperation by Upsyde in such defense is without waiver of any attorney-client, work product, or other legal privileges.

Force majeure

Notwithstanding any other term or condition of these Terms, Upsyde shall not be obligated to perform or observe their obligations undertaken in these Terms if prevented or hindered from doing so by circumstances beyond its control.

Termination

These Terms will continue to apply until terminated by either you or Upsyde. You may terminate your legal agreement with Upsyde by disabling your Upsyde account. Upsyde may at any time, in its sole discretion, terminate its legal agreement with you immediately upon notice to the e-mail address provided by you as part of your Registration Information or as subsequently updated by you. Following termination of these Terms, the Privacy Policy will continue to apply to any Registration Information that Upsyde is required to retain. Notwithstanding anything to the contrary herein, all covenants, agreements, representations and warranties made by you in these Terms shall survive the termination of these Terms.

Modifications

Upsyde may modify these Terms from time to time in its sole discretion, so review it periodically. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit the Website or use our products after such changes are made.

Arbitration

Any claim, dispute, controversy or other matter in question with regard to these Terms shall be submitted to the American Arbitration Association (“AAA”) and shall exclusively be subject to final binding arbitration in accordance with the Commercial Arbitration Rules and Regulations of the AAA. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under these Terms must be filed within one year in an arbitration proceeding or in court. The one-year period begins on the date when a Notice of Legal Dispute is filed with us. You agree you are permanently barred to bring a claim for your dispute if you do not file your claim within one year.

Notices

All notices and other communications required under these Terms shall be in writing and shall be directed to legal@Upsyde.com; or (b) to you at the email address you provided. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by notice to the other party hereto.

Miscellaneous

If any portion of these Terms is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of these Terms that is unlawful, void, or unenforceable shall be stricken from these Terms.

These Terms and the Privacy Policy represents the entire understanding and agreement between you and Upsyde regarding the subject matter of the same, and supersedes all other previous agreements.