Terms & Conditions
Effective date: August 5, 2020.
1. Use of the Site.
In order to use our Site, you must have access to the Internet, pay any service fees associated with such access and provide all equipment required to make such connection to the Internet. Use of and access to certain areas and functions of the Site may be subject to additional restrictions. The Site is not intended for children and we do not knowingly collect, store or solicit personally identifiable information from Site users who are under 16 years of age.
You shall abide by all applicable local, state, national and international laws and when using the Site. You represent, warrant, and agree that you shall not use the Site or interact with the Site in a manner that:
- attempts, in any manner, to access data not intended for users of the Site or attempts to gain unauthorized access to an account, server or any other computer system;
- violates the security of any computer network, or cracks any passwords or security encryption code;
- decompiles, reverse engineers or otherwise attempts to obtain the source code or underlying ideas or information in Upside’s systems or network;
- attempts to interfere with the function of the Site, host or network; or
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of the Site (through use of manual or automated means).
2. Intellectual Property Rights.
Subject certain limitations as described in these Terms, you are granted the right to access the Site, including all of its contents, such as, for example, the text, graphics, photos, articles, images, illustrations, audio and code embodied within Site pages) (“Content”). Content is the property of Upside (or that of our suppliers or licensors) and is protected under trademark, copyright, and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site, and you may not download, print, use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, prepare derivative works from, commercialize or otherwise exploit for any purpose any Content from this Site, in whole or in part, for any public or commercial purpose without prior written consent from Upside.
Subject to these Terms, Upside grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable license to access the Site, and to use (i.e., to download and display locally) the Content, solely for purposes of using the Site. Upside (on behalf of itself and its suppliers and licensors) reserves all rights not expressly granted herein.
Upside is the owner and/or authorized user of any trademark, registered trademark, logo, and/or service mark appearing on the Site (the “Marks”). Nothing on the Site should be construed to grant any license or right to use any Upside Mark. You may not use or exploit any Marks without prior written consent from Upside.
3. Information that You Provide to Us.
If you choose to contact any Upside personnel using the contact information you find on the Site, you understand that you are consenting to Upside’s collection and use of any information and/or materials you provide to such personnel. Upside undertakes no obligation to review information submitted by you, or to return such information to you.
4. External Links.
The Site may contain links to third party websites (“Third Party Sites”). Third Party Sites may have their own privacy policies and terms and conditions that are not governed by these Terms. Upside is not responsible for the privacy practices or the content of any website(s) owned and operated by any Third Party Sites. Any links from this website to other websites do not imply Upside’s endorsement of, or association with, any such Third Party Site. Upside is not liable, directly or indirectly, to anyone for any loss or damage arising from or in connection with use of the Third Party Sites. You should carefully read and review the terms and privacy notices of such Third Party Sites to learn about their information collection, use and disclosure practices.
5. Warranty Disclaimer.
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND FUNCTIONALITY THEREOF, IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL UPSIDE, ITS AFFILIATES (INCLUDING AFFILIATED FUNDS) OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (THE “UPSIDE PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, EVEN IF ANY UPSIDE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CERTAIN OTHER DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF ANY UPSIDE PARTY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM OR RELATED TO THE TERMS, THE CONTENT, AND/OR YOUR USE OF THE SITE, EXCEED, IN THE AGGREGATE, $100.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
These Terms are governed by the laws of the State of California, without regard to the conflicts of laws provisions thereof. In the event of any dispute arising in connection with these Terms, you hereby consent to exclusive jurisdiction and venue in the state and federal courts of Santa Clara County, California. If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. The failure of either you or Upside to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder without Upside’s express written consent. Upside may transfer, assign, or delegate these Terms and Upside’s rights and obligations without consent. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Upside, and you do not have any authority of any kind to bind Company in any respect whatsoever. These Terms inure to the benefit of Upside’s successors, assigns and licensees. These Terms are the entire agreement between you and Upside with respect to the subject matter herein.
Notice for California Residents. Under California Civil Code Section 1789.3, California consumers are entitled to the following notice with respect to filing complaints with California’s consumer protection bureau: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
8. Changes or Modifications.
Upside reserves the right to change the Site and/or these Terms at any time at our sole discretion without notice or liability to you. If Upside makes material changes to these Terms, we will place a notice on our site located at https://www.upsidevc.com/ and/or provide notice by some other means. If you use the Site in any way after a change to the Terms is effective, that means you agree to all of the changes.