Legal Documents

Upright Terms of Service

Fund That Flip, Inc. d/b/a Upright, and its subsidiaries and affiliates (hereinafter, “Upright,” “Company,” “us,” “our,” or “we”) provide their services to you subject to the following terms and conditions. 

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITE, PRODUCTS, AND SERVICES, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND HAD AN OPPORTUNITY TO CONSULT AN ATTORNEY AND AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE OUR SITE, PRODUCTS, AND/OR SERVICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITE, PRODUCTS, AND/OR SERVICES.

THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF AUGUST 2023.

ACCEPTANCE OF TERMS

The following Terms of Service Agreement (the “TOS”) is a legally binding agreement that shall govern the relationship of our users and others, which may interact or interface with Upright and its subsidiaries and affiliates, in association with the use of the www.Upright.us website (the “Site”), and its products or services provided through the Site.

TERMS AND CONDITIONS

All visitors to our Site, including customers that enroll in any of our products and services offered through the Site (collectively, “Services”), shall be deemed as “users” of the Site and/or Services for this TOS. The Services, including any securities offered through the Site, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), due to their exemption as a private placement. Securities sold through private placements are restricted and not publicly traded. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or other regulatory authority has approved or endorsed the merits of any offering on the Site.

The user acknowledges and agrees that the Services provided and made available through our Site and applications, which may include mobile applications and those applications made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Upright. At its discretion, the Company may offer additional website services and/or products, or update, modify, or revise any current Site content and Services, and this TOS shall apply to all additional services and/or products and all updated, modified, or revised Site and Services unless otherwise stated. Upright does hereby reserve the right to cancel and cease offering any of the aforementioned Services. You as the end user acknowledge, accept, and agree that Upright shall not be held liable for any such updates, modifications, revisions, suspensions, or discontinuance of any of our Services. Your continued use of the Site and Services, after such posting of any updates, changes, modifications, or revisions shall constitute your acceptance of such updates, changes, modifications, or revisions, and as such, frequent review of this TOS and all applicable terms and policies should be made by you to ensure you are aware of all terms, conditions, and policies currently in effect. Should you not agree to the updated, changed, modified, or revised terms, conditions, and policies, you must stop using the Site and Services forthwith.

Furthermore, the user understands, acknowledges, and agrees that the Site and Services offered shall be provided “AS IS” and as such Upright shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion, and/or any failure to store user content, communication, or personalized settings.

I. LICENSE AND SITE ACCESS

The Company grants you a limited license to access and use our Site or as otherwise specified in a signed service contract and not to download (other than page caching), modify, copy, or print, all or any portion of it, except with our express written consent. This license does not include any resale or commercial use of the Site or its contents; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, traded, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Upright and its subsidiaries and affiliates without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Upright’s and its subsidiaries and affiliates’ names or trademarks without our express written consent. Any unauthorized use terminates the permission or limited license granted by the Company hereunder.

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You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site so long as the link does not portray Upright and its subsidiaries and affiliates, or their products or services, in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of the Company’s or its subsidiaries and affiliates’ logos or other proprietary graphics or trademarks as part of the link without our express written permission.

II. CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

Upright shall not lay claim to ownership of any content submitted by any visitor or user, nor make such content available for inclusion on our Site and Services. Therefore, you hereby grant and allow for the Company and its subsidiaries and affiliates the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

A) The content submitted or made available, including photos, audio, video, and/or graphics, for inclusion on the publicly accessible areas of Upright’s Site, the license provided to permit us to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said content on our Site and Services are for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a customer of Upright’s Site or Services and shall terminate at such time when you elect to provide written revocation of this limited license.

B) For any other content submitted or made available for inclusion on the publicly accessible areas of Upright’s Site, the continuous, binding, and completely sub-licensable license, which is meant to permit us to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display said content, whether in whole or in part, and the incorporation of any such content into other works in any arrangement or medium currently used or later developed.

Those areas which may be deemed “publicly accessible” areas of Upright’s Site are those such areas of our network properties that are meant to be available to the general public, and which may include message boards and groups that are openly available to users.

III. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

The Company may provide an area for our users to contribute feedback to our Site. When you submit ideas, documents, suggestions, and/or proposals to our Site, you acknowledge and agree that:

A) your content and contributions do not contain any type of confidential or proprietary information,

B) Upright shall not be liable or under any obligation to ensure or maintain confidentiality, express or implied, related to any content or contribution,

C) Upright shall be entitled to make use of and/or disclose any such content and contribution in any such manner as it may see fit,

D) your content and contributions shall automatically become the sole property of Upright, and

E) Upright is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

Further, registered users may post content in accordance with proper use of Upright’s Site, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the provided information or other content. The Company reserves the right (but not the obligation) to remove or edit such content but does not, and has no obligation to, regularly review posted content.

IV. CERTAIN RESTRICTIONS ON INVESTMENT SERVICES

A) Accredited Investor Status

While many parts of the Site are open to everyone, certain Services, such as investments in securities related to real estate developments offered through our online platform via the Site (more specifically, “Investment Services”), are restricted to individuals who: (i) are 18-years-old or older or who have reached the legal age of majority in their respective jurisdiction; (ii) are Accredited Investors (as defined below); (iii) own a computer with Internet access or a mobile device with Internet connectivity; and (iv) complete a registration form online at the Site or through their mobile device and receive a valid User ID and password. Investment Services are not open to non-Accredited Investors and are available only to sophisticated individuals that understand economic, financial, and investment risks and are ultimately willing to bear the consequences of those risks. The value of investments and the income from them can both rise and fall. Past performance is not a guarantee of future performance. Investment offerings on the Site will target real estate investments that vary in size, scope, term, and return profiles, and therefore each potential investment may contain different degrees of risk. By using our Investment Services, you understand and acknowledge that all of the investments offered are inherently risky, and that you are comfortable with the possibility of losing your entire investment.

Investment Services offered through the Site are available only to “accredited investors,” as that term is defined in Rule 501 of Regulation D of the Securities Act. “Accredited Investor” means an individual: (a) with a net worth of more than one million U.S. dollars ($1,000,000.00) (excluding his/her primary residence), or (b) with a gross income for each of the last two years of at least two hundred thousand U.S. dollars ($200,000.00) or (c) with a combined three hundred thousand U.S. dollars ($300,000.00) with his/her spouse with the expectation of a similarly qualifying income during the current year. To comply with the Securities Act, you are required to provide sufficient documentation as proof you qualify as an “Accredited Investor.”

If you fail to provide any information and documentation requested by us to confirm your status as an Accredited Investor or if you provide any deceptive or misleading information when registering for Investment Services, we have the option, in our sole discretion, to immediately discontinue your use of the Investment Services, and any other Services we offer through our Site.  Should you cease to be an Accredited Investor at any time, you agree to immediately notify us and to refrain from accessing such restricted portions of the Site.

B) No Solicitation or Advice Provided

None of the information contained in the publicly-available portions of the Site constitutes a recommendation, investment advice, or a solicitation to buy or sell securities. Upright is not a registered broker-dealer, funding portal, or investment advisor under U.S. securities laws and does not conduct any activity that would require registration as such.

The information contained on the Site has been prepared by us without reference to any particular user’s investment requirements or financial situation and does not constitute financial, legal, or tax advice. We do not guarantee the performance of any offerings made through the Site. All projections, estimates, and expectations for investments offered through the Site are merely opinions, which should not be relied upon for any purpose whatsoever.  You are solely responsible for conducting your own legal, accounting, or due diligence review of the offerings, and we strongly encourage you to consult with professional tax, legal, and financial advisors before making any investment. Upright is not a bank or financial institution. Our investment products are not FDIC-insured. They may lose value, and there is no bank or other financial guarantee to recover any losses.

You agree that you will bear all risk of reliance on the accuracy, validity, or legitimacy of any content on the Site. We are not responsible in any way for any transactions you enter into with other users. As such, you understand and agree that Upright and its affiliates, officers, directors, partners, stockholders agents, and/or employees will not be liable for any loss or damages incurred as a result of any interactions between you and other users, including but not limited to, investment loss.

C) Confidentiality of Content

You may not republish any of the information contained in the private or password-protected sections of the Site into any public forum, website (including the public sections of Upright), browser search engine, and/or online or cloud-based application (including ChatGPT or other artificial intelligence software). You acknowledge that such information is valuable to the Company, and therefore, you agree to hold it in strict confidence, without disclosing it to third parties (other than your personal representatives or advisors who need this information to provide you with legal, financial, or tax advice). You agree that you will use and reproduce such information for no purpose other than for evaluating the investment opportunities listed on the Site.

Additionally, to the extent you receive information from Upright or other investors concerning any investment activity on the Site, you agree not to further disclose or otherwise provide such information to another person in any way that allows a personal identification of such investor.

Notwithstanding the above, you may disclose information posted on the Site, without violating the foregoing obligations, to the extent such disclosure is required by a valid court or governmental order, provided that you immediately notify us before such disclosure so that we can, at our expense, obtain a protective order to prevent or limit the disclosure.

V. ELECTRONIC COMMUNICATIONS

When you visit Upright’s Site or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

VI. YOUR ACCOUNT

If you use our Site or create an account and become a registered user of our Services, you agree to (i) provide accurate, current, and complete information about you as may be requested on the Site, (ii) maintain the security of your password and identification, including refraining from sharing your password and other account access information, (iii) maintain and promptly update your information, and any other information you provide to us and to keep it accurate, current, and complete, and (iv) accept all risks of unauthorized access to your information and any other information you provide to us. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and other electronic devices, and you agree to accept responsibility for all activities that occur under your account or password. Upright and its subsidiaries and affiliates reserve the right to refuse service, terminate or suspend accounts, remove or edit content, or cancel orders at their sole discretion.

We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and deletion of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site and/or in your Services contract with us.

VII. RISK OF LOSS

Upright is not responsible for the loss of information posted on its Site. Users should take steps to preserve content through other means in case of a loss.

VIII. ADVERTISERS AND LINKS

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that the Company shall not be held liable or responsible for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our Site.

A) Third-Party Content

Either Upright or any third parties may provide links to other websites and/or resources. The inclusion of any link is not, and shall not be construed to imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Upright of any information, materials, products, or services on those links. You may be exposed to third-party content that is illegal, inaccurate, offensive, indecent, or objectionable. In no event shall we be liable or responsible for the information contained in a link or your use of a link. Access and use of such links are solely at your own risk. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources and you expressly waive, any legal and equitable rights or remedies you may have against Upright with respect thereto. Your access and use of such links are governed by the terms of use and privacy policies of the respective website owners, and we encourage you to carefully review such terms and policies.

We do not endorse nor are we responsible or liable for any content, products, advertising, reliability, accuracy, usefulness, safety, legitimacy, quality, or any other materials, on or available from such third-party sites or resources, including any statement, opinion, suggestion, or advice contained therein, and we expressly disclaim all liability in connection therewith. Furthermore, you acknowledge and agree that Upright shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused, or alleged to be caused by or in connection with the use of or the reliance on any such content, goods or services made available on or through any such site or resource.

B) Interactions with Third Parties and User Disputes

Our Site may allow you to correspond or otherwise interact with other users who may provide you with investment information, advice, services, and/or events, or provide you with other information about various companies or organizations. You are solely responsible for your interactions with other users. We reserve the right but have no obligation, to monitor disputes between you and other users. You acknowledge that such users are not affiliated with or controlled by us and that we cannot influence the investments, information, advice, or services provided by other users. If you provide any information, advice, or services to other users through the Site, you understand and acknowledge that you are not affiliated or associated with, controlled by, or influenced in any way by us. You also agree that Upright is not and will not be responsible or liable for any loss or damage of any sort incurred as a result of any interactions between you and other users.

IX. CAUTIONS FOR GLOBAL USE

Due to the global nature of the Internet, through the use of our network, you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content. Uploading, posting, and/or transferring software, technology, and other technical data may be subject to certain export and import laws of the United States and possibly other countries. Through the use of our network, you agree to comply with all applicable export and import laws, statutes, and regulations, including but not limited to the sanctions and controls program of the United States.

Although our Site may be accessible worldwide, we make no representation that the Site or Services thereon are lawful, appropriate, or available for use in locations outside of the United States, and accessing them from territories where such content and Services is illegal is prohibited. Those who choose to access our Site or Services from outside of the United States do so on their own initiative and are responsible for compliance with all local laws. Services are void where prohibited or restricted by law.

X. PROPRIETARY RIGHTS

The Site, including all content, media and materials, all software, code, text, images, media files, artwork, graphic materials, articles, computer graphics, and visual effects, as well as any accompanying documentation or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and “look and feel” and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced (all of the foregoing, individually and/or collectively, is referred to herein as “Content”) are the property of Upright and/or its subsidiaries and affiliates, and their authorized licensors, suppliers, service providers, and/or sponsors.  All Content on the Site is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations, and treaties.  As such, you should assume that all Content contained in the Site is either our copyrighted property or the copyrighted property of third parties. All software used on our Site is the property of Upright and its subsidiaries and affiliates or its software suppliers and is protected by United States and international copyright laws.

No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means — in whole or in part — without our prior written permission, except that, if you are eligible to use the Site, you are granted a limited license to access and use the Site as stated within this TOS and provided that you keep such portions confidential and all copyright or other proprietary notices intact. Except as explicitly permitted in this TOS or unless you have received express, prior written permission from us, you do not have any right to use the Content for any commercial use or to receive any monetary or other compensation in connection with the Content. Unless explicitly stated herein, nothing in this TOS shall be construed as conferring any assignment or license to use our intellectual property rights in said Content, whether by estoppel, implication, or otherwise. The express license above is revocable by us at any time without notice or cause.

The brands, names, logos, trade names, trademarks, service marks, and other distinctive identifications (collectively “Marks”) on or in the Site, including, without limitation, “Upright”, “FTF”, “Fund That Flip” and/or “FlipperForce” are our intellectual property.  You have no right to use any of these Marks or any confusingly similar marks for any purpose without the express, prior written consent of Upright.

XI. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

We will always respect the intellectual property of others, and we ask that all of our users do the same. With regard to appropriate circumstances and at its sole discretion, Upright may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide us with the following information:

A) The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest,

B) A description of the copyrighted work or other intellectual property that you believe has been infringed upon,

C) A description of the location of the Site(s) which you allege has been infringing upon your work,

D) Your physical address, telephone number, and email address,

E) A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents, or the law,

F) And, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative, or agent authorized to act on the copyright or intellectual property owner’s behalf.

The Designated Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Matthew Rodak
Upright
1300 East 9th Street, Suite 800
Cleveland, OH 44114
Phone: 646-895-6090
Email: info@fundthatflip.com

Upon notice, we will act expeditiously to review and, if necessary, remove content on the Site(s) that infringes the copyrights of others and will disable the access to the Site(s) and its Services of anyone who uses them to infringe repeatedly the copyrights of others. Any such removal will be without liability to you or any other party and your claims will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DCMA”). We take the protection of copyrights, both our own and others, very seriously.

XII. WARRANTY DISCLAIMERS

The Company has no special relationship with, or fiduciary duty to, you. You acknowledge and agree that we have no control over, and no duty to take any action regarding (i) which users gain access to the Site, (ii) what Content you access while on the Site, (iii) what effects the Content may have on you, (iv) how you may interpret or use the Content, or (v) what actions you may take as a result of having been exposed to the Content.

Upright makes no representations concerning the Services or any Content contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site. We neither represent, warrant, guarantee nor promise any specific results from the use of the Site or Services.

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

THE USE OF UPRIGHT’S SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “ AS AVAILABLE” BASIS. UPRIGHT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

UPRIGHT AND ITS SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO SUCH WARRANTIES THAT (I) UPRIGHT’S SITE, SERVICES, OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) UPRIGHT’S SITE, SERVICES, OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR SOFTWARE WILL BE ACCURATE OR RELIABLE, (IV) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION, OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE, SERVICES, OR SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (V) THAT ANY SUCH ERRORS CONTAINED IN THE SITE, SERVICES, OR SOFTWARE SHALL BE CORRECTED.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF UPRIGHT’S SITE, SERVICES, OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ALL CLAIMS AND CAUSES OF ACTION FOR ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM UPRIGHT AND ITS SUBSIDIARIES AND AFFILIATES OR BY WAY OF OR FROM OUR SITE, SERVICES, OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

PER THE ELECTRONIC COMMUNICATION PRIVACY ACT NOTICE, 18 U.S.C. § 2701-2711, THE COMPANY MAKES NO GUARANTEES OR REPRESENTATIONS OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. UPRIGHT WILL NOT BE LIABLE FOR THE PRIVACY OF EMAIL ADDRESSES, REGISTRATION, AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON ITS EQUIPMENT, SERVERS, TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.

A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SITE OR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SITE OR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. THE COMPANY IS NOT RESPONSIBLE OR LIABLE IF YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY WHO USES OUR SITE OR SERVICES HAVE SUCH SEIZURES OR EPILEPTIC CONDITIONS.

XIII. LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT UPRIGHT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, (I) FOR THE USE OR INABILITY TO USE OUR SITE OR SERVICES, LOST PROFITS, DATA LOSS, UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SITE OR SERVICES, AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SITE AND SERVICES, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

XIV. INDEMNIFICATION

All users herein agree to insure and hold Upright, its subsidiaries, affiliates, agents, employees, officers, partners, and/or licensors blameless or not liable for any claim or demand, which may include but is not limited to, reasonable attorneys’ fees and costs made by any third party which may arise from any content a user of our Site may submit, post, modify, transmit, or otherwise make available through our Site or Services, the use of Upright’s Services or your connection with these Services, your violations of the TOS and/or your violation of any such rights of another person.

XV. RELEASE

In the event you have a dispute, you agree to release Upright and its officers, directors, employees, agents, subsidiaries, affiliates, co-branders, partners, and any other third parties from claims, demands, and damages, whether actual or consequential, of every kind and nature, known or unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

XVI. THIRD PARTY BENEFICIARIES

You herein acknowledge, understand, and agree unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.

XVII. NOTICE AND CELL PHONE CONSENT

Upright may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our Site, or other reasonable means currently known or any which may be hereinafter developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received all notices that would have been delivered had you accessed our Services in an authorized manner.

You further agree that by accessing our Site or Services you are providing consent for us to contact you via the contact information you have provided us, including calls, text messaging, and recorded voice messages directly to your cell phone if you have provided your cell phone or other wireless phone number as a form of communication. You acknowledge and understand that there may be associated costs and fees incurred through your carrier for calls and data. You agree that Upright has no responsibility or liability to reimburse you for such costs and fees. It is your sole responsibility to notify us if you no longer consent to be contacted by your cell phone number and provide us with another working phone number or form of communication.

XVIII. PRIVACY

Please read our Privacy Policy, which is incorporated herein by reference. By using our Site or Services, you agree that Upright may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history, and submitted Content to (i) comply with any applicable law, regulation, legal process, or governmental request, (ii) respond to claims that any Content violates the rights of third parties, including intellectual property rights, (iii) enforce this TOS and investigate potential violations thereto, (iv) detect, prevent, or otherwise address fraud, security, or technical issues, (v) respond to your requests for customer service, or (vi) protect the rights, property, or personal safety of the Company, its users, or the public.

XIX. MODIFICATIONS

The Company shall reserve the right at any time it may deem fit, to modify, alter, and/or discontinue, whether temporarily or permanently, our Site or Services, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or any third party for any such alteration, modification, suspension, and/or discontinuance of our Site or Services, or any part thereof.

XX. GENERAL INFORMATION

A) Entire Agreement

This TOS constitutes the entire agreement between you and Upright and shall govern the use of our Site and Services, superseding any prior version of this TOS between you and us related to the Site and Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Upright Services, affiliate Services, third-party content, or third-party software.

B) Choice of Law and Forum

You mutually agree with Upright that the relationship of the parties and this TOS shall be governed by the laws of the State of New York without regard to its conflict of law provisions and that all claims, causes of action, and/or disputes, arising out of or relating to the TOS, the parties’ relationship, the Site or Services, or the Privacy Policy shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rule unless otherwise agreed to in writing by both parties. If the parties are unable to select an arbitrator, then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against Upright only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement. Upright shall be paid its reasonable attorney fees and expenses for any litigation between you and Upright.

To the extent you have in any manner violated or threatened to violate Upright’s intellectual property rights, Upright may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts.

C) Waiver and Severability of Terms

At any time, should Upright fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Upright Terms of Service Agreement for Investor Accounts

Fund That Flip, Inc. d/b/a Upright and its subsidiaries and affiliates (hereinafter, “Upright,” “Company,” “us,” “our,” or “we”) provide their services to you subject to the following terms and conditions.

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITE AND SERVICES, YOU HEREBY AGREE THAT YOU HAVE READ, UNDERSTOOD, AND HAD AN OPPORTUNITY TO CONSULT AN ATTORNEY, AND TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE, INCLUDING OUR WEBSITE TERMS AND CONDITIONS AND PRIVACY POLICY. IT IS YOUR RESPONSIBILITY TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE OR SERVICES. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITE OR SERVICES.

THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF AUGUST 2023.

ACCEPTANCE OF TERMS

The following Terms of Service Agreement (the “TOS”) is a legally binding agreement that shall govern the relationship of our users and others, which may interact or interface with Upright and its subsidiaries and affiliates, in association with the use of the www.Upright.us website (the “Site”), and its services provided through the Site or through Upright’s contracted third-party service providers.

TERMS AND CONDITIONS

All visitors to our Site, including customers that enroll in any of our services offered through the Site or through integrations with our contracted third-party service providers (collectively, “Services”), shall be deemed as “users” of the Site and/or Services for the purpose of this TOS. The Services, including any securities offered through the Site, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), due to their exemption as a private placement. Securities sold through private placements are restricted and not publicly traded. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or other regulatory authority has approved or endorsed the merits of any offering on the Site.

The user acknowledges and agrees that the Services provided and made available through our Site and applications, which may include mobile applications and those applications made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Upright. At its discretion, Upright may offer additional website services and/or products, or update, modify, or revise any current Site content and Services, and this TOS shall apply to all additional services and/or products and all updated, modified, or revised Site and Services unless otherwise stated. Upright does hereby reserve the right to cancel and cease offering any of the aforementioned Services. You as the end user acknowledge, accept, and agree that Upright shall not be held liable for any such updates, modifications, revisions, suspensions, or discontinuance of any of our Services. Your continued use of the Site and Services, after such posting of any updates, changes, modifications, or revisions shall constitute your acceptance of such updates, changes, modifications, or revisions, and as such, frequent review of this TOS and all applicable terms and policies should be made by you to ensure you are aware of all terms, conditions, and policies currently in effect. Should you not agree to the updated, changed, modified, or revised terms, conditions, and policies, you must stop using the Site and Services forthwith.

Furthermore, the user understands, acknowledges, and agrees that the Site and Services offered shall be provided “AS IS” and as such Upright shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion, and/or any failure to store user content, communication, or personalized settings.

I. INTEGRATED PAYMENT PROVIDED SERVICES

Upright has contracted with certain service providers to provide services to you. These contracted services may be made available through our Site or through integrations with our service providers’ website and applications (the “Platform”). The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. This TOS incorporates by reference all policies, notices, and other content that appear on our Site as well as policies, notices, and other content concerning the Services that appear on the Platform’s website (collectively, the “Website”).

A) Cash Management Accounts

For each new legal entity, a cash management account is directly established with our third party payment service provider, Synapse. Upright and its subsidiaries are not banks or registered financial institutions. We do not own, control, manage, protect, or insure your account(s). Deposit accounts and related banking services are provided by Evolve Bank & Trust, member FDIC. See your applicable account agreement for details.

Certain services are offered through Synapse Financial Technologies, Inc. and its affiliates Synapse Brokerage LLC and Synapse Credit LLC (collectively, “Synapse”) and certain third party financial service providers (each of the foregoing being a “Partner Financial Institution”). Synapse is not a bank and is not affiliated with Upright. Brokerage accounts and cash management programs are provided through Synapse Brokerage LLC (“Synapse Brokerage”), an SEC registered broker-dealer and member of FINRA and SIPC. Additional information about Synapse Brokerage can be found on FINRA’s BrokerCheck. Please refer to Synapse’s Terms of Service and the applicable disclosures and agreements available in Synapse’s Disclosure Library for more information.

The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks.

B) FDIC Insurance Coverage

Synapse Brokerage LLC is a member of SIPC, which protects securities customers of its members up to $500,000.00 (including $250,000.00 for claims for cash). Funds maintained in the Synapse Brokerage LLC Cash Management Program are also held at bank partners (“Program Banks”) where the funds are eligible for FDIC insurance coverage up to $250,000.00. See your Brokerage Account Agreement and the Synapse Terms of Service for further details. The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks.

II. ESTABLISHING AN ACCOUNT

By creating an account with Upright and initiating financial transactions, you agree to this TOS and Synapse’s Terms of Service and Privacy Policy. You also agree to the terms of service and privacy policy of Synapse’s Partner Financial Institution corresponding to the financial service and product(s) you select (collectively, “Synapse Terms”), each of which can be found here and which are incorporated herein by reference. By creating an account with us, you acknowledge that Synapse may share your information as necessary with their affiliates, Partner Financial Institutions and other service providers in connection with providing their respective services. It is your responsibility to make sure that the information you provide to Upright is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. All financial transactions are performed by Synapse’s Partner Financial Institutions, a list of which can be found at synapsefi.com/legal. The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks.

Upright will provide you with all access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to your account agreement for more important information.

III. PRIVACY POLICY

Please read our Privacy Policy. By using our Site or Services, you agree to be bound by the Company’s Privacy Policy and that Upright may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history, and submitted content to (i) comply with any applicable law, regulation, legal process, or governmental request, (ii) respond to claims that any content violates the rights of third parties, including intellectual property rights, (iii) enforce this TOS and investigate potential violations thereto, (iv) detect, prevent, or otherwise address fraud, security, or technical issues, (v) respond to your requests for customer service, or (vi) protect the rights, property, or personal safety of Upright, its users, or the public.

Additionally, Upright has relationships with certain service providers in order to provide its services to you. The Company has contracted with Synapse Financial Technologies, Inc. (“Synapse”), a technology service provider that owns or otherwise has relationships with, (i) Synapse Brokerage LLC, an SEC-registered broker-dealer and member of FINRA and SIPC; (ii) Synapse Credit LLC, a state-licensed lender, NMLS 1971454; and (iii) certain banks and financial institutions and service providers (each of the foregoing being a “Partner Financial Institution”). Brokerage services are provided by Synapse Brokerage LLC, an SEC-registered broker dealer and member of FINRA and SIPC. Loans are provided by Synapse Credit LLC, a licensed U.S. lender in designated States. Synapse Credit LLC and Synapse Brokerage LLC are affiliated entities and wholly-owned subsidiaries of Synapse Financial Technologies, Inc., a technology service provider that allows access to the brokerage and loan services, as applicable. Synapse Financial Technologies, Inc., Synapse Credit LLC, and Synapse Brokerage LLC are not banks. By participating in a Synapse cash management program, you acknowledge receipt of and accept Synapse’s Terms of Service, Privacy Policy, and the applicable disclosures and agreements available in Synapse’s Disclosure Library.

Among other services, Synapse assists Upright with “Know Your Customer” requirements and other obligations. For purposes of satisfying “Know Your Customer” requirements, Upright may ask for your identifying information, such as your name, email address, Social Security or tax identification number, address, telephone number, date of birth, videos, and photographs that may contain images of your face, including your driver’s license or government-issued identification number or card. Upright may also collect information pertaining to your account transactions. Your personal information will be shared with Synapse and will be subject to the Synapse Privacy Policy. Synapse will share your information as necessary with its Partner Financial Institutions and other service providers in connection with providing their services. The privacy policies of Synapse, its affiliates and its Partner Financial Institutions can be found here.

IV. ELECTRONIC COMMUNICATIONS

When you visit Upright’s Site or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

V. YOUR ACCOUNT

If you use our Site or create an account and become a registered user of our Services, you agree to (i) provide accurate, current, and complete information about you as may be requested on the Site, (ii) maintain the security of your password and identification, including refraining from sharing your password and other account access information, (iii) maintain and promptly update your information, and any other information you provide to us and to keep it accurate, current, and complete, and (iv) accept all risks of unauthorized access to your information and any other information you provide to us. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and other electronic devices, and you agree to accept responsibility for all activities that occur under your account or password. Upright and its subsidiaries and affiliates reserve the right to refuse service, terminate or suspend accounts, remove or edit content, or cancel agreements at their sole discretion.

We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and deletion of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site or contacting us at ir@upright.us.

VI. RISK OF LOSS

Upright is not responsible for the loss of information posted on its Site. Users should take steps to preserve content through other means in case of a loss.

VII. ADVERTISERS AND LINKS

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that the Company shall not be held liable or responsible for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our Site.

A) Third-Party Content

Either Upright or any third parties may provide links to other websites and/or resources. The inclusion of any link is not, and shall not be construed to imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Upright of any information, materials, products, or services on those links. You may be exposed to third-party content that is illegal, inaccurate, offensive, indecent, or objectionable. In no event shall we be liable or responsible for the information contained in a link or your use of a link. Access and use of such links are solely at your own risk. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources and you expressly waive, any legal and equitable rights or remedies you may have against Upright with respect thereto. Your access and use of such links are governed by the terms of use and privacy policies of the respective website owners, and we encourage you to carefully review such terms and policies.

We do not endorse nor are we responsible or liable for any content, products, advertising, reliability, accuracy, usefulness, safety, legitimacy, quality, or any other materials, on or available from such third-party sites or resources, including any statement, opinion, suggestion, or advice contained therein, and we expressly disclaim all liability in connection therewith. Furthermore, you acknowledge and agree that Upright shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused, or alleged to be caused by or in connection with the use of or the reliance on any such content, goods or services made available on or through any such site or resource.

B) Interactions with Third Parties and User Disputes

Our Site may allow you to correspond or otherwise interact with other users who may provide you with investment information, advice, services, and/or events, or provide you with other information about various companies or organizations. You are solely responsible for your interactions with other users. We reserve the right but have no obligation, to monitor disputes between you and other users. You acknowledge that such users are not affiliated with or controlled by us and that we cannot influence the investments, information, advice, or services provided by other users. If you provide any information, advice, or services to other users through the Site, you understand and acknowledge that you are not affiliated or associated with, controlled by, or influenced in any way by us. You also agree that Upright is not and will not be responsible or liable for any loss or damage of any sort incurred as a result of any interactions between you and other users.

VIII. CAUTIONS FOR GLOBAL USE

Due to the global nature of the Internet, through the use of our network, you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content. Uploading, posting, and/or transferring software, technology, and other technical data may be subject to certain export and import laws of the United States and possibly other countries. Through the use of our network, you agree to comply with all applicable export and import laws, statutes, and regulations, including but not limited to the sanctions and controls program of the United States.

Although our Site may be accessible worldwide, we make no representation that the Site or Services thereon are lawful, appropriate, or available for use in locations outside of the United States, and accessing them from territories where such content and Services is illegal is prohibited. Those who choose to access our Site or Services from outside of the United States do so on their own initiative and are responsible for compliance with all local laws. Services are void where prohibited or restricted by law.

IX. WARRANTY DISCLAIMERS

The Company has no special relationship with, or fiduciary duty to, you. You acknowledge and agree that we have no control over, and no duty to take any action regarding (i) which users gain access to the Site, (ii) what content you access while on the Site, (iii) what effects the content may have on you, (iv) how you may interpret or use the content, or (v) what actions you may take as a result of having been exposed to the content.

Upright makes no representations concerning the Services contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site. We neither represent, warrant, guarantee, nor promise any specific results from the use of our Site or Services or the Platform or Websites.

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

THE USE OF UPRIGHT’S SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “ AS AVAILABLE” BASIS. UPRIGHT AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

UPRIGHT AND ITS SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO SUCH WARRANTIES THAT (I) UPRIGHT’S SITE, SERVICES, OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) UPRIGHT’S SITE, SERVICES, OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR SOFTWARE WILL BE ACCURATE OR RELIABLE, (IV) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION, OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE, SERVICES, OR SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (V) THAT ANY SUCH ERRORS CONTAINED IN THE SITE, SERVICES, OR SOFTWARE SHALL BE CORRECTED.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF UPRIGHT’S SITE, SERVICES, OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ALL CLAIMS AND CAUSES OF ACTION FOR ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM UPRIGHT AND ITS SUBSIDIARIES AND AFFILIATES OR BY WAY OF OR FROM OUR SITE, SERVICES, OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

PER THE ELECTRONIC COMMUNICATION PRIVACY ACT NOTICE, 18 U.S.C. § 2701-2711, THE COMPANY MAKES NO GUARANTEES OR REPRESENTATIONS OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. UPRIGHT WILL NOT BE LIABLE FOR THE PRIVACY OF EMAIL ADDRESSES, REGISTRATION, AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON UPRIGHT’S EQUIPMENT, SERVERS, TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.

A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SITE OR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SITE OR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. UPRIGHT IS NOT RESPONSIBLE OR LIABLE IF YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY WHO USES OUR SITE OR SERVICES HAVE SUCH SEIZURES OR EPILEPTIC CONDITIONS.

X. LIMITATION OF LIABILITY

YOU EXPLICITY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT UPRIGHT AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, (I) FOR THE USE OR INABILITY TO USE OUR SITE OR SERVICES, LOST INVESTMENTS OR PROFITS, DATA LOSS, UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SITE OR SERVICES, AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SITE AND SERVICES, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

XI. INDEMNIFICATION

All users herein agree to insure and hold Upright, our subsidiaries, affiliates, agents, employees, officers, partners, and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorneys’ fees and costs made by any third party which may arise from any content a user of our Site may submit, post, modify, transmit, or otherwise make available through our Site or Services, the use of Upright’s Services or your connection with these Services, your violations of the TOS and/or your violation of any such rights of another person.

XII. RELEASE

In the event you have a dispute with any third party that has contracted with Upright to provide services directly to you by way of or on Upright’s Site, you agree to release Upright and its officers, directors, employees, agents, subsidiaries, affiliates, co-branders, and partners, from claims, demands, and damages, whether actual or consequential, of every kind and nature, known or unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

XIII. THIRD PARTY BENEFICIARIES

You herein acknowledge, understand, and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.

XIV. NOTICE AND CELL PHONE CONSENT

Upright may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our Site, or other reasonable means currently known or any which may be hereinafter developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received all notices that would have been delivered had you accessed our Services in an authorized manner.

You further agree that by accessing our Site or Services you are providing consent for us to contact you via the contact information you have provided us, including calls, text messaging, and recorded voice messages directly to your cell phone. You acknowledge that there may be associated costs and fees incurred through your carrier for calls and data. You agree that Upright has no responsibility or liability to reimburse you for such costs and fees. It is your sole responsibility to notify us if you no longer consent to be contacted by your cell phone number and provide us with another working phone number or form of communication.

XV. MODIFICATIONS

The Company shall reserve the right at any time it may deem fit, to modify, alter, and/or discontinue, whether temporarily or permanently, our Site or Services, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or any third party for any such alteration, modification, suspension, and/or discontinuance of our Site or Services, or any part thereof.

XVI. GENERAL INFORMATION

A) Entire Agreement

This TOS constitutes the entire agreement between you and Upright and shall govern the use of our Site and Services, superseding any prior version of this TOS between you and us related to the Site and Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Upright Services, affiliate Services, or third-party services or products.

B) Choice of Law and Forum

You mutually agree with Upright that the relationship of the parties and this TOS shall be governed by the laws of the State of New York without regard to its conflict of law provisions and that all claims, causes of action, and/or disputes, arising out of or relating to the TOS, the parties’ relationship, the Site or Services, or the Privacy Policy shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rule unless otherwise agreed to in writing by both parties. If the parties are unable to select an arbitrator, then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against Upright only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement. Upright shall be paid its reasonable attorney fees and expenses for any litigation between you and Upright.

To the extent you have in any manner violated or threatened to violate Upright’s intellectual property rights, Upright may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts.

C) Waiver and Severability of Terms

At any time, should Upright fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

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