The Agreement governs your access and utilization of any websites or mobile applications provided by Upside. The terms "you" and "your" refer to both an individual utilizing the Services and an entity if the Services are utilized on its behalf. The parties to this Agreement shall collectively be referred to as the "Parties" and singularly as a "Party." By registering an account, accepting the Agreement, or utilizing the Services, you are agreeing to the terms set forth in this Agreement and any future changes thereto.
Please take note that this Agreement contains a mandatory arbitration provision, as detailed in Section 20, which requires the use of arbitration on an individual basis to resolve disputes, instead of jury trials or any other court proceedings, class actions, or class arbitrations.
Thank you for considering Upside. ("Upside", "we", "us", or "our") and the services we provide ("Services"). By accessing or using our Services, you agree to be bound by the following terms and conditions ("Terms"). Please read these Terms carefully before using our Services. If you do not agree to these Terms, you may not use our Services.
These Terms constitute a legally binding agreement between you and the Company. By accessing or using our Services, you confirm your acceptance of these Terms and the Privacy Policy, which is incorporated by reference into these Terms. If you do not agree to these Terms or the Privacy Policy, you may not use our Services.
Our Services are intended for use by individuals who are at least 18 years old. By accessing or using our Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement.
We reserve the right, at our sole discretion, to modify these Terms at any time. If we make any material changes to these Terms, we will provide notice of such changes, such as by sending an email notification or providing a notice through the Services. By continuing to access or use our Services after we have modified these Terms, you are indicating that you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you may not use our Services.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes. You may not use our Services for any other purpose without our express written consent.
You may not use our Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services. You may not attempt to gain unauthorized access to any Services, user accounts, or computer systems or networks through hacking, password mining, or any other means. You may not use any robot, spider, scraper, or other automated means to access the Services for any purpose.
By agreeing to these Terms, you explicitly agree to receive phone calls and text messages at the provided number. These communications may include marketing content delivered through auto-dialing systems, pre-recorded messages, artificial voices, and emails from Upside. This consent remains valid even if you are registered on a corporate, state, or national Do Not Call list. Standard message and data rates may apply. If you require assistance, you can text "Help" for help and "Stop" to opt out.
By listing a property on Upside, you agree to the following terms and conditions, including the obligation to pay a service fee to Upside in certain circumstances. Please read these terms carefully before using our services.
"Exclusive Buyer" refers to a buyer who has been vetted and onboarded by Upside. If the User adds a buyer who is already registered as an Exclusive Buyer on Upside, the 1% Service Fee will still apply. "Service Fee" refers to the fee payable to Upside by the User in accordance with these terms. "Sales Price" refers to the final purchase price of the property listed by the User on Upside.
By listing a property on Upside, you agree to provide accurate and complete information about the property. You represent and warrant that you have the legal right to list the property or contract and enter into any transaction related to the sale of the property or contract.
If a property listed by you on Upside is purchased by one of Upside's Exclusive Buyers through the platform, you understand and agree that the Seller of the property will pay Upside a Technology Fee equal to 1% of the total Sales Price of the property.
The Technology Fee will be calculated based on the total Sales Price agreed upon in the final sale contract between you and the Exclusive Buyer. The Technology Fee is due and payable upon the successful closing of the property sale. You authorize Upside to deduct the Technology Fee from the proceeds of the sale at the time of closing.
Failure to Pay Failure to pay the Service Fee as outlined in these terms may result in legal action to recover the owed amount, including any applicable interest and legal fees.
The Services and all content and materials included on the Services, including but not limited to text, graphics, logos, images, and software, are the property of the Upside or its licensors and are protected by copyright and trademark laws. You may not use any content or materials on the Services for any commercial purpose without the express written consent of the Upside.
You may be able to post, upload, publish, submit, or transmit content or materials through the Services ("User Contributions"). By making a User Contribution, you represent and warrant that: (a) you are the sole owner of the User Contribution or have all rights, licenses, consents, and releases necessary to grant us the rights to the User Contribution as described in these Terms; (b) the User Contribution is accurate and not misleading; and (c) the use and publication of the User Contribution will not infringe or violate the rights of any third party.
We have the right, but not the obligation, to monitor, edit, or remove any User Contributions at any time and for any reason, including if such contributions violate our Terms of Service or applicable laws. However, we do not guarantee the accuracy, completeness, or reliability of any User Contributions posted, uploaded, published, submitted, or transmitted by you or any third party.
You acknowledge and agree that we are not responsible for, and assume no liability for, any errors, inaccuracies, or omissions in any User Contributions or any loss or damage resulting from the use of such content. By using the Services, you agree that you will not hold us liable for any third-party content or its inaccuracy. You are solely responsible for any content you post, and you agree to indemnify us against any claims, damages, or costs arising from such content.
We respect the privacy of our users. Please review our Privacy Policy to understand how we collect, use, and share information about you. By accessing or using our Services, you agree to the collection, use, and sharing of your information as described in our Privacy Policy. If you do not agree with our policies and practices, do not use our Services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS.
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES.
You agree to indemnify and hold us and our affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, your violation of these Terms, or your violation of any rights of another.
These Terms and your use of the Services will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any principles of conflicts of law. Any disputes arising out of or in connection with these Terms or the Services will be resolved through binding arbitration in accordance with the Tennessee Rules of International Arbitration.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of these Terms will remain in full force and effect.
Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
These Terms constitute the entire agreement between you and us and supersede any prior agreements, understandings, or arrangements, whether written or oral.
You may not assign or transfer these Terms or your rights or obligations under these Terms, in whole or in part, without our prior written consent. We may assign or transfer these Terms or our rights or obligations under these Terms, in whole or in part, without your consent.
These Terms do not create any third-party beneficiary rights.
Any disputes or claims arising out of or in connection with these Terms or the Services shall be resolved by binding arbitration, on an individual basis, under the rules of [Arbitration Organization]. You agree to waive any rights to participate in class actions, class arbitrations, or representative actions.
We may suspend or terminate your access to the Services at any time, for any reason, without prior notice or liability.
We will not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is caused by events beyond our reasonable control.
If you have any questions about these Terms or the Services, please contact us at contact@withupside.com