Website & Mobile Application Terms of Use

Last Modified: January 24, 2023

Acceptance of the Terms of Use

The following terms and conditions (these "Terms of Use") govern your access to and use of the products and services offered by us, the Company’s website (the "Website") and the Company’s mobile applications, including any content, functionality, and services offered on or through the Website or mobile applications (collectively the "Services"), whether as a guest or as a registered user. These Terms of Use are entered into by and between you and Upward LLC ("Company", "we", or "us"). If you are agreeing to these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and affiliates.

By using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE REVIEW CAREFULLY.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

By accessing the Services, checking the box next to a link to these Terms of Use, OR logging in to your account, you accept these Terms of USE on behalf of yourself and any business or organization you represent (collectively, "you").

YOU MAY NOT USE THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS OF USE, (B) ARE NOT THE OLDER OF (I) AT LEAST 18 YEARS OF AGE OR (II) LEGAL AGE TO FORM A BINDING CONTRACT WITH US, (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES BY APPLICABLE LAW, (D) ARE NOT LOCATED In the united states (E) you or any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any U.S. government list of prohibited or restricted persons.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this each time you access the Services so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to all or parts of the Services, to users, including registered users.

You are responsible for:

Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources offered, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete.

You agree that all information you provide to register with us or otherwise, including but not limited to through the use of any interactive features on the Services and data about you that is imported from third parties in connection with the Services, is governed by our Privacy Policy (available on the previous tab), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of them using your user name, password, or other security information.

You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You agree that we may provide notices and messages to you within the Services or Website or via the contact information you provided us.

We have the right to refuse service, close accounts of any users, change eligibility requirements, disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Prices, Payments and Purchase Terms

(a) All prices, fees, discounts, and promotions posted on the Services are subject to change without notice. Posted prices do not include applicable taxes, which will be added to your order at the time of purchase. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Terms of payment and eligibility to place orders are within our sole discretion, and we reserve the right to restrict or cancel purchases at our sole discretion.

(c) Posted prices do not include applicable taxes, which will be added to your order at the time of purchase. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(d) Terms of payment and eligibility to place orders are within our sole discretion, and we reserve the right to restrict or cancel purchases at our sole discretion. We (or our third-party processor, including without limitation the iTunes App Store) accept most major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay the total purchase price and all applicable taxes, if any, at the time your order is accepted.

(e) If you purchase any of our paid Services, you agree to pay us all fees (as posted on the Services) and taxes, including any applicable foreign exchange fees, applicable to the Services you purchase. Your access to certain aspects of the Services will depend on whether you have purchased or subscribed to those paid Services.

(f) If you purchase a subscription, you agree to recurring billing and your payment method will be charged automatically at the start of each subscription period for the fees and taxes applicable to that period. Prices are subject to change at any time in our sole discretion, and if you do not agree to any such changes, you should terminate your account before the next subscription period. To avoid future charges, you must terminate your account before the renewal date. If we are unable to effect automatic payment, we will attempt to notify you, and your account may be terminated or disabled until payment is received.

(g) In some instances, you may be required to enter your billing information in connection with a limited-time a free trial. If you do enter your billing information when signing up for a free trial, you will not be charged until the free trial has expired. Unless you cancel your subscription before the last day of the free trial period, you will be automatically charged the applicable subscription fees for the type of subscription you selected when you signed up. We reserve the right to cancel the free trial or otherwise modify the terms and conditions of the free trial at any time and without notice.

(h) Payments processed through the iTunes App Store are governed by the iTunes terms and conditions and other polices. If you have any payment related issues with your purchases made via the iTunes App Store, you need to contact the iTunes App Store directly.

Termination

You may terminate your account at any time by clicking the Delete Account button within the mobile application. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.

We may terminate your account or suspend your access to the Services at any time, with or without cause. If we terminate your account without cause, and your account is a pre-paid subscription account, we will refund a prorated portion of your monthly or annual prepayment. We will not refund or reimburse you in any other situation. Once your account is terminated for any reason, including after you have stopped paying for your subscription, you will no longer have access to the Services or the data associated with it, and we may permanently delete your account and all the data associated with it. You are solely responsible for maintaining back-ups of all data stored or otherwise available on the Services.

Our Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this Services.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

The Company name, the term Upward, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Use of Services; User Content

You represent and warrant that you either own or have permission to use all of the material, content, data, text, files, images, photos, video, sounds, communications, works of authorship, or any other materials, data or content and information (including your personal information) you upload, post, share, transmit, submit or otherwise make available via the Services, including data imported from Third Party Providers (as defined below) ("User Content").

You understand and acknowledge that you are responsible for your own User Content, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

You are solely responsible for User Content, its accuracy, and for the consequences of submitting or posting User Content. We are not responsible for, and we do not endorse, any User Content, and for the avoidance of doubt, we specifically disclaim any liability in connection therewith.

You retain ownership of the User Content that you upload to the Services. We do not claim any ownership rights to User Content. We do, however, require certain licenses from you, as set forth in these Terms of Use, in order to operate and enable the Services. For example, we need to be able to transmit, store and copy User Content in order to display it to you, to create backups to prevent data loss, and anything else we deem necessary to provide the Services. Your acceptance of the Terms of Use gives us the permission to do so and grants us any rights necessary to provide the Services to you. This permission includes allowing us to use third-party service providers in the operation and administration of the Services, and the rights granted to us are extended to these third parties to the degree necessary.

We will not access, view, or listen to any User Content, except as set forth in the Terms of Use and as reasonably necessary to perform the Services. Although we have no obligation to monitor your User Content or your use of the Services, we may do so. We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice or further obligation to you. We may disclose any information necessary to satisfy our legal obligations, protect the Company, or operate the Services properly. The Company, in its sole discretion, may refuse to post, remove, or refuse to remove, any User Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of the Terms of Use.

Disclaimers

We reserve the right to modify, revise, suspend or discontinue any of the Services in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Services in any manner.

Due to maintenance, security or capacity issues, and also to some events over which we may not influence (force majeure, equipment malfunction, power failures, hostile attacks, etc.), the Services may be temporarily suspended or affected. We shall use our best commercially reasonable efforts to correct any errors and minimize any disruption, inaccessibility and/or inoperability of the Services, whether scheduled or not. Where feasible, we will endeavor to provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.

The Company Does Not Provide Professional Advice

THE COMPANY IS NOT A FINANCIAL PLANNER, BROKER, ACCOUNTANT, OR TAX ADVISOR. The Services are intended only to assist you in your financial organization and planning. Information and advice obtained through the Services may not be appropriate for you. The Company does not provide legal, financial, accounting, tax, or other professional services or advice. You are advised to consult a competent professional before filing your taxes or making any financial decisions.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You further agree not to:

Use the Services in any way that violates any applicable federal, state, local, or international law or regulation including, without limitation, any laws regarding the export of data, software, products and services to and from the US or other countries.
Use the Services to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
Use the Services to scam, attract, lure, or illegally obtain payment of any sort from others.
Use the Services to impersonate or attempt to impersonate the Company, a Company employee or affiliate, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
Use the Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Attempt to interfere with the proper working of the Services.
Use the Services to infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Use the Services to violate the legal rights (including the rights of publicity and privacy) of others or that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Use the Services to deceive any person.
Use the Services in furtherance of any illegal activity.
Use the Services to impersonate any person, or misrepresent your identity or affiliation with any person or organization.

Further, you may not import or upload any of the following information about third parties onto the Services: social security numbers, national insurance numbers, credit cards, passwords, security credentials, health information, or any other sensitive personal data.

Changes to the Services

We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Links from the Services/ Third Party Providers

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links and links to connected financial or banking accounts. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

You may be able to connect your account with and transfer certain data from a third party (such as your financial institution) (a "Third Party Provider") to these Services. In order to access certain Third Party Providers on your behalf, you may need to provide the Company with your login details or, in many instances, you will need to provide your login details to Plaid Technologies, Inc. ("Plaid"), which facilitates communications between financial institutions and the Services. You hereby represent that you have the authority to provide such login details and you expressly appoint the Company and Plaid as your agent with limited power of attorney to access any Third Party Provider and retrieve data on your behalf. You hereby grant the Company and Plaid the right to transfer data from such Third Party Provider to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and content may not remain in the Third Party Provider, please review the term and conditions of the Third Party Provider to confirm. You agree to provide true, accurate, current and complete information about your accounts maintained with Third Party Providers.

You agree that you will review and comply with all Third Party Provider terms and conditions before using them in connection with the Services. In the event that any Third Party Provider charges for access to data, you agree that you are responsible for any such fees. You also agree to review and comply with Plaid’s terms (currently available at https://plaid.com/legal) if you use Plaid to connect with your Third Party Providers. You will not be charged additional fees for connecting Plaid with the Services. You agree that the Third Party Providers and Plaid — and not the Company — are solely responsible for their own actions or inactions. The Company is not liable for any damages, claims or liabilities arising out of or related to Plaid or any Third Party Providers.

Notwithstanding the foregoing, the Company does not guarantee that you will be able to use the Services with any specific products, services or Third Party Provider. Third Party Providers or Plaid may make changes to their products and services, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Services. Your most recent data from a Third Party Providers may not always be available in the Services. Any data obtained through the Third Party Providers or Plaid will be made available in the Services, and will be subject to the terms and conditions of the Terms of Service, including our Privacy Policy.

Your relationships with Third Party Providers and Plaid are governed solely by your agreements with those providers. If your third-party account becomes unavailable or if our access is terminated by a Third Party Provider or Plaid, then the content and information accessed via that third-party account will no longer be available on or through the Services.

We are not responsible or liable for: (i) the availability or accuracy of any third-party websites or resources (including Third Party Providers and Plaid); or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply our endorsement of them. You assume all risk arising from your use of any such websites or resources.

We may disable all or any links or access to third party websites and services, including the Third Party Providers and Plaid, at any time without notice in our discretion.

You can delete the connection between your account and any third-party account by tapping on the respective "Delete" button underneath the applicable financial institution in the Connected Accounts section of the mobile application.

Copyright Infringement

Written Notification. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located;
your address, telephone number, and, if available, email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

DMCA Agent. Our agent for notice of claims of copyright or other intellectual property infringement can be reached via email at support+dmca@upwardearner.com.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, PHONE, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICE OR ITEM OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES, OR ON ANY WEBSITE LINKED TO THE SERVICES.

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR MOBILE APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT INCLUDING NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, your use of the Services, including, but not limited to, your User Content (including the contacts you upload onto the Services or connect or contact in any way in connection with the Services); any use of the Services other than as expressly authorized in these Terms of Use; your violation of any laws or regulations; any misrepresentations made by you; or a breach of any representations or warranties you’ve made to us.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Dispute Resolution and Binding Arbitration

(a) YOU AND THE COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

(b) ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(c) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect. (The AAA Rules are available on their website or by calling the AAA at +1 800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this section.

(d) The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

(e) You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Notice to U.S. Government End Users

The Software and Website, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users: only as Commercial Items, with the same rights as all other end users, and according to the Terms.

Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Upward LLC.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Notwithstanding the foregoing, if you are accessing the Services as a service provider who has entered into a separate contract with us, that contract shall govern your use of the Services to the extent it conflicts with these Terms of Use.