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TERMS OF SERVICE

Last updated: December 31, 2022


WELCOME TO UPSIDE!

Upside Services, Inc. (“Upside,” “we,” “us,” “our”) provides its services
(described below) to you through its website located at www.upside.com (the
“Site”) and through its mobile applications and related services (collectively,
such services, including any new features and applications, and the Site, the
“Services”), subject to the following Terms of Service (as amended from time to
time, the “Terms of Service”). We reserve the right, at our sole discretion, to
change or modify portions of these Terms of Service at any time. If we do this,
we will post the changes on this page and will indicate at the top of this page
the date these terms were last revised. We will also notify you, either through
the Services user interface, in an email notification or through other
reasonable means. Any such changes will become effective no earlier than
fourteen (14) days after they are posted, except that changes addressing new
functions of the Services or changes made for legal reasons will be effective
immediately. Your continued use of the Services after the date any such changes
become effective constitutes your acceptance of the new Terms of Service.
‍
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO
ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES,
AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION)
THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND
FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST UPSIDE ON AN
INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR
REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK
RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL
BASIS.

In addition, when using certain services, you will be subject to any additional
terms applicable to such services that may be posted on the Services from time
to time, including, without limitation, the Privacy Policy located at
https://www.upside.com/privacy/. All such terms are hereby incorporated by
reference into these Terms of Service.


ACCESS AND USE OF THE SERVICES

Services Description: The Services are designed to allow you to earn Cash Back
rewards on purchases you make at gas stations, grocery stores, restaurants and
other participating establishments. The Services are completely free for you to
use; the Cash Back rewards are offered in exchange for your loyalty to our
participating merchants, subject to the terms below.

Registration and Eligibility: You are required to register with Upside in order
to access and use certain features of the Services. You are eligible to register
for the Services only in your capacity as an individual and not in any other
capacity, such as a sole proprietor, corporation, limited liability company, or
any other corporate entity or association. If you choose to register for the
Services, you agree to provide and maintain true, accurate, current and complete
information about yourself as prompted by the Services’ registration form.
Registration data and certain other information about you are governed by our
Privacy Policy. If you are under 16 years of age, you are not authorized to use
the Services, with or without registering. In addition, if you are under 18
years old, you may use the Services, with or without registering, only if you
have the approval of your parent or guardian. If you are a parent or guardian of
a user that is under 18 years old (or the age of majority in your state), you
authorize and are responsible for all account activity taken by the minor user.

Member Account, Password and Security: You are responsible for maintaining the
confidentiality of your password and account, if any, and are fully responsible
for any and all activities that occur under your password or account. Your
account belongs to you only, and you may not share your account with any other
individual(s). You agree to immediately notify Upside of any unauthorized use of
your password or account or any other breach of security. Each individual is
permitted to create one account. Because our Services generate rewards offers
that are personalized, as well as bonuses to incentivize referrals, creating
multiple accounts is prohibited and considered fraudulent activity. Upside will
not be liable for any loss or damage arising from your failure to comply with
this Section.

Modifications to Services: Upside reserves the right to modify or discontinue,
temporarily or permanently, the Services (or any part thereof) with or without
notice. You agree that Upside will not be liable to you or to any third party
for any modification, suspension or discontinuance of the Services.

General Practices Regarding Use and Storage: You acknowledge that Upside may
establish general practices and limits concerning use of the Services, including
without limitation the maximum period of time that data or other content will be
retained by the Services and the maximum storage space that will be allotted on
Upside’s servers on your behalf. You agree that Upside has no responsibility or
liability for the deletion or failure to store any data or other content
maintained or uploaded by the Services. You acknowledge that Upside reserves the
right to terminate your account if you do not comply with these Terms of Service
or other limits we may set from time to time regarding the use of the Services.
Termination of your account, by you or by us, will result in forfeiture or
cancellation of any accumulated Cash Back rewards in your account, subject to
applicable law. You further acknowledge that Upside reserves the right to change
these general practices and limits at any time, in its sole discretion, with or
without notice.

Mobile Services: The Services include certain services that are available via a
mobile device, including (i) the ability to upload content to the Services via a
mobile device, (ii) the ability to browse the Services and the Site from a
mobile device and (iii) the ability to access certain features through an
application downloaded and installed on a mobile device (collectively, the
“Mobile Services”). To the extent you access the Services through a mobile
device, your wireless service carrier’s standard charges, data rates and other
fees may apply. In addition, downloading, installing, or using certain Mobile
Services may be prohibited or restricted by your carrier, and not all Mobile
Services may work with all carriers or devices. By using the Mobile Services,
you agree that we may communicate with you regarding Upside and other entities
by SMS, MMS, text message or other electronic means to your mobile device and
that certain information about your usage of the Mobile Services may be
communicated to us. If you revoke your consent to communicate by these means, we
may terminate your account. In the event you change or deactivate your mobile
telephone number, you agree to promptly update your Upside account information
to ensure that your messages are not sent to the person that acquires your old
number.


CASH BACK REWARDS PROGRAM

General: As part of the Services, Upside lets you accumulate Cash Back rewards
by buying certain products with an associated Cash Back value (an “Upside
Offer”). We have created mobile applications and websites that let our members
“check in” at retail establishments and/or upload or email photos of their
receipts so we can validate their purchase of products and services associated
with an Upside Offer and begin to accumulate Cash Back rewards. We may also
validate our members’ purchase of products associated with an Upside Offer
through retailer or other partner-provided transaction log data, receipt data
using a unique identifier (such as a loyalty card number, credit card number,
phone number, etc.) to match an Upside member to a transaction, or the user’s
location as determined by the phone. If we are not able to validate your
purchase, or if you return, modify, or cancel the purchase, we have no
obligation to issue Cash Back rewards for that purchase, and we may revoke any
Cash Back rewards that was previously issued to your account for that purchase.
Certain items may be ineligible for Cash Back rewards, where prohibited by law
or as otherwise determined by Upside, such as tobacco, alcohol, prescription
medication, lottery tickets, and service tips. Gasoline sign prices displayed in
the Services are not always current or accurate, due to limitations in data
reporting. Except through the Referral Program (discussed below), you are only
permitted to earn Cash Back rewards on purchases and transactions that you
personally have made. Cash Back rewards are for your benefit and yours alone.
You may not share them with anyone else. If we discover that you have (1)
violated the foregoing, (2) provided us with receipts or purchase confirmations
for purchases and transactions made by someone other than you, or (3) provided
us with fraudulent or erroneous receipts or purchase confirmations, we may
deactivate your account in our sole discretion and/or deduct any fraudulently
earned Cash Back rewards from your account. Upside offers are issued solely for
loyalty and promotional purposes, and cannot be purchased in exchange for cash.

Referral and Affiliate Programs: Upside offers you the opportunity to earn
additional Cash Back rewards through its Referral Program, by recruiting friends
and personal acquaintances to join Upside. You can earn a referral bonus when a
new user creates an Upside account using your personal referral code and
subsequently claims an Upside Offer that we are able to validate. The Referral
Program is only intended for referrals to friends and personal acquaintances.
You are prohibited from (i) sharing your personal referral code on a website or
blog, except as specified herein; (ii) purchasing advertisements featuring or
promoting your personal referral code; (iii) posting your personal referral code
at gas stations, restaurants, grocery stores, or other participating
establishments; and (iv) otherwise disseminating or publishing your personal
referral code for widespread public use. You may share your personal referral
code through your own personal account(s) on social media, provided that you
have fewer than 2500 followers.

Users who want to promote Upside beyond their friends and personal acquaintances
are invited to apply to join Upside’s Affiliate Program. You are not permitted
to participate in both the Referral Program and Affiliate Program and/or claim
referral bonuses through both Programs. Upside reserves the right in its sole
discretion to change the terms of its Referral and Affiliate Programs at any
time, including the amount and frequency of referral bonuses.

Redeeming Cash Back Rewards: You are eligible to redeem Cash Back rewards for an
equivalent amount of cash or cash value so long as your Upside account is in
good standing, subject to these terms. Upside reserves the right at any time in
its sole discretion to establish a minimum distribution amount up to a maximum
of $20 (“Minimum Distribution Amount”). Below the Minimum Distribution Amount,
Upside may prohibit redemptions of Cash Back rewards. Upside may also deduct a
fee of up to $1 from your balance for using certain payment methods to redeem
Cash Back rewards. If applicable, the Minimum Distribution Amount and/or
redemption fee will be indicated in the Cash Out feature of the mobile
application. You may also accumulate Cash Back rewards in an amount greater than
the Minimum Distribution Amount which will be held in your Cash Back rewards
balance until you redeem them or they expire.

If you are eligible and make a request to redeem your Cash Back rewards
(“Distribution Request”), you may elect to receive your Cash Back rewards using
any payment method we support, from time to time, in accordance with the payment
terms described below. If you do not make a Distribution Request, we are under
no obligation to send you a Cash Back rewards distribution. You are responsible
for successfully completing a Distribution Request in order to redeem Cash Back
rewards for cash. There is no automatic redemption or periodic distribution of
Cash Back rewards. Cash Back rewards balances are loyalty and promotional
credits which have no cash, monetary or other value until they are successfully
redeemed pursuant to a valid Distribution Request made in accordance with these
terms. No interest is paid on Cash Back rewards balances. Cash Back rewards
balances are not FDIC-insured. You are responsible for maintaining the security
of your Upside account and Cash Back rewards balance. All redemptions of Cash
Back rewards are final and cannot be reversed or refunded. Members have no
property rights or other legal interest in the Cash Back rewards for any
purpose. Prior to our fulfillment of a Distribution Request, we may, for our own
account, pledge, repledge, hypothecate, rehypothecate, lend or otherwise
transfer or use any amount or all of an amount of cash equivalent to your Cash
Back rewards balance, separately or together with other property, with all
attendant rights of ownership from time to time, without notice to you and
without retaining a like amount of cash in our possession or control for
delivery. Your Cash Back rewards balance or any part of it is not transferable
by you, and you cannot divide it as part of a settlement, legal proceeding or
death, nor can you combine it with Cash Back rewards of any other user of the
Services.

Payment: When you make a Distribution Request, you must elect within the mobile
application to receive your Cash Back rewards distribution through a transfer to
your bank account, or an approved third party electronic payment method, such as
PayPal. From time to time we may change the payment methods we support. You
acknowledge that we may take up to ten (10) Business Days starting the Business
Day after the date of a Distribution Request to complete a Cash Back rewards
redemption. “Business Days” are Monday through Friday, except Federal holidays.
If you elect to receive a transfer to your bank account, you expressly authorize
Upside’s service provider, Dwolla, Inc., to originate a credit transfer to your
account at your financial institution that you select in the mobile application.
To complete such a transfer, you authorize the Upside mobile application to
collect and share with Dwolla some of your personal information including your
full name, email address, and financial account information. If you wish to
withdraw your consent, you can remove your financial account information by
deleting the account from the Cash Out screen of the mobile application.
Dwolla’s Privacy Policy is available here. If you elect to receive your Cash
Back rewards distribution via PayPal, you authorize us to instruct PayPal to
deposit the amount of your distribution into your PayPal account. We have no
responsibility and assume no liability for any loss or delay of any Cash Back
rewards distribution once we instruct PayPal or another approved third party
electronic payment provider to provide payment. We assume no liability and you
are solely responsible for your account with PayPal or any other approved third
party electronic payment provider. Should we receive from PayPal or any other
approved third party electronic payment provider any funds that are part of a
Cash Back rewards distribution that was not distributed by PayPal or any other
approved third party electronic payment provider, we will credit such amounts to
your account upon your request; provided that such a request occurs within sixty
(60) after we have received such credits from PayPal or other third party.
Should PayPal or any other third party electronic payment provider overpay your
Cash Back rewards distribution, you authorize us to instruct PayPal or such
other approved third party electronic payment provider to deduct from your
PayPal or other approved third party electronic payment provider account the
amount of such overpayment. We are not responsible for payments delivered to the
wrong account through no fault of Company, or for payment errors made by our
payment partners. You are responsible for the accuracy and completeness of the
data you provide to us. We are not responsible for any errors that occur due to
our reliance on inaccurate data that you provide, or which you fail to update.

Violation of Terms: If we determine in our sole discretion that you have
violated the Terms of Service, we may in our sole discretion and as permitted by
law terminate your account and forfeit or cancel any pending, current, or future
Cash Back rewards balance you may have. We will notify you of such termination
at the email address associated with your account, and such termination shall be
effective immediately.

Responsibility for Taxes: You agree that you are solely responsible for all
applicable federal, state, or provincial withholding, taxes, and government fees
or costs associated with Cash Back rewards and any redemptions and
distributions. We may ask you for a valid tax identification number and other
identifying information for reporting purposes and withhold Cash Back rewards
distributions if you decline to cooperate. Tax forms, such as an IRS Form 1099,
may be issued in your name for the actual value of payments that we distribute
to you.

Expiration of Cash Back Rewards: Cash Back rewards will expire if your Upside
account is inactive for six consecutive months. Your account will be considered
inactive for any period of time during which no Cash Back rewards are earned
from purchases you make or redeemed.


CONDITIONS OF USE


User Conduct: You are solely responsible for all code, video, images,
information, data, text, software, music, sound, photographs, graphics, messages
or other materials (“content”) that you upload, post, publish or display
(hereinafter, “upload”) or email or otherwise use via the Services or the
internet. The following are examples of the kind of content and/or use that is
illegal or prohibited by Upside. Upside reserves the right to investigate and
take appropriate legal action against anyone who, in Upside’s sole discretion,
violates this provision, including without limitation, removing the offending
content from the Services, suspending or terminating the account of such
violators and reporting you to the law enforcement authorities. You agree not
to:

 * email or otherwise upload any content to the Services that (i) infringes any
   intellectual property or other proprietary rights of any party; (ii) you do
   not have a right to upload under any law or under contractual or fiduciary
   relationships; (iii) contains software viruses or any other computer code,
   files or programs designed to interrupt, destroy or limit the functionality
   of any computer software or hardware or telecommunications equipment; (iv)
   poses or creates a privacy or security risk to any person; (v) constitutes
   unsolicited or unauthorized advertising, promotional materials, commercial
   activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid
   schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi)
   is unlawful, harmful, threatening, abusive, harassing, tortious, excessively
   violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of
   another’s privacy, hateful racially, ethnically or otherwise objectionable;
   or (vii) in the sole judgment of Upside, is objectionable or which restricts
   or inhibits any other person from using or enjoying the Services, or which
   may expose Upside or its users to any harm or liability of any type;
 * interfere with or disrupt the Services or servers or networks connected to
   the Services, or disobey any requirements, procedures, policies or
   regulations of networks connected to the Service; or
 * use the Services to violate any applicable local, state, national or
   international law, or any regulations having the force of law;
 * use the Services to impersonate any person or entity, or falsely state or
   otherwise misrepresent your affiliation with a person or entity;
 * impersonate Upside, or falsely state or otherwise misrepresent your
   affiliation with Upside;
 * share Upside promotional codes for specific classes of users beyond the
   intended audience;
 * violate the terms of the Referral and/or Affiliate Programs (discussed
   above);
 * use the Services to solicit personal information from anyone under the age of
   18;
 * harvest or collect email addresses or other contact information of other
   users from the Services by electronic or other means for the purposes of
   sending unsolicited emails or other unsolicited communications;
 * use the Services to advertise or offer to sell or buy any goods or services
   for any business purpose that is not specifically authorized;
 * use the Services to further or promote any criminal activity or enterprise or
   provide instructional information about illegal activities; or
 * use the Services to obtain or attempt to access or otherwise obtain any
   materials or information through any means not intentionally made available
   or provided for through the Service.

Special Notice for International Use; Export Controls: Software (defined below)
available in connection with the Services and the transmission of applicable
data, if any, is subject to United States export controls. No Software may be
downloaded from the Services or otherwise exported or re-exported in violation
of U.S. export laws. Downloading or using the Software is at your sole risk.
Recognizing the global nature of the Internet, you agree to comply with all
local rules and laws regarding your use of the Services, including as it
concerns online conduct and acceptable content.

Commercial Use: The Services are for your personal use. Unless otherwise
expressly authorized herein or in the Services, you agree not to display,
distribute, license, perform, publish, reproduce, duplicate, copy, create
derivative works from, modify, sell, resell, exploit, transfer or upload for any
commercial purposes, any portion of the Services, use of the Services, or access
to the Services.


APPLE-ENABLED SOFTWARE APPLICATIONS

Upside offers Software applications that are intended to be operated in
connection with products made commercially available by Apple Inc. (“Apple”),
among other platforms. With respect to Software that is made available for your
use in connection with an Apple-branded product (such Software, “Apple-Enabled
Software”), in addition to the other terms and conditions set forth in these
Terms of Service, the following terms and conditions apply:

 * Upside and you acknowledge that these Terms of Service are concluded between
   Upside and you only, and not with Apple, and that as between Upside and
   Apple, Upside, not Apple, is solely responsible for the Apple-Enabled
   Software and the content thereof.
 * You may not use the Apple-Enabled Software in any manner that is in violation
   of or inconsistent with the Usage Rules set forth for Apple-Enabled Software
   in, or otherwise be in conflict with, the App Store Terms of Service.
 * Your license to use the Apple-Enabled Software is limited to a
   non-transferable license to use the Apple-Enabled Software on an iOS Product
   that you own or control, as permitted by the Usage Rules set forth in the App
   Store Terms of Service.
 * Apple has no obligation whatsoever to provide any maintenance or support
   services with respect to the Apple-Enabled Software.
 * Apple is not responsible for any product warranties, whether express or
   implied by law. In the event of any failure of the Apple-Enabled Software to
   conform to any applicable warranty, you may notify Apple, and Apple will
   refund the purchase price for the Apple-Enabled Software to you, if any; and,
   to the maximum extent permitted by applicable law, Apple will have no other
   warranty obligation whatsoever with respect to the Apple-Enabled Software, or
   any other claims, losses, liabilities, damages, costs or expenses
   attributable to any failure to conform to any warranty, which will be
   Upside’s sole responsibility, to the extent it cannot be disclaimed under
   applicable law.
 * Upside and you acknowledge that Upside, not Apple, is responsible for
   addressing any claims of you or any third party relating to the Apple-Enabled
   Software or your possession and/or use of that Apple-Enabled Software,
   including, but not limited to: (i) product liability claims; (ii) any claim
   that the Apple-Enabled Software fails to conform to any applicable legal or
   regulatory requirement; and (iii) claims arising under consumer protection or
   similar legislation.
 * In the event of any third party claim that the Apple-Enabled Software or the
   end-user’s possession and use of that Apple-Enabled Software infringes that
   third party’s intellectual property rights, as between Upside and Apple,
   Upside, not Apple, will be solely responsible for the investigation, defense,
   settlement and discharge of any such intellectual property infringement
   claim.
 * You represent and warrant that (i) you are not located in a country that is
   subject to a U.S. Government embargo, or that has been designated by the U.S.
   Government as a “terrorist supporting” country; and (ii) you are not listed
   on any U.S. Government list of prohibited or restricted parties.
 * If you have any questions, complaints or claims with respect to the
   Apple-Enabled Software, they should be directed to Upside as follows:
   support@upside.com
   Upside Services, Inc.
   1701 Rhode Island Avenue NW
   Washington, DC 20036

Upside and you acknowledge and agree that Apple, and Apple’s subsidiaries, are
third party beneficiaries of these Terms of Service with respect to the
Apple-Enabled Software, and that, upon your acceptance of the terms and
conditions of these Terms of Service, Apple will have the right (and will be
deemed to have accepted the right) to enforce these Terms of Service against you
with respect to the Apple-Enabled Software as a third party beneficiary thereof.


INTELLECTUAL PROPERTY RIGHTS

Services Content, Software and Trademarks: You acknowledge and agree that the
Services may contain content or features (“Services Content”) that are protected
by copyright, patent, trademark, trade secret or other proprietary rights and
laws. Except as expressly authorized by Upside, you agree not to modify, copy,
frame, scrape, rent, lease, loan, sell, distribute or create derivative works
based on the Services or the Services Content, in whole or in part, except that
the foregoing does not apply to your own User Content (as defined below) that
you legally upload to the Services. In connection with your use of the Services
you will not engage in or use any data mining, robots, scraping or similar data
gathering or extraction methods. If you are blocked by Upside from accessing the
Services (including by blocking your IP address), you agree not to implement any
measures to circumvent such blocking (e.g., by masking your IP address or using
a proxy IP address). Any use of the Services or the Services Content other than
as specifically authorized herein is strictly prohibited. The technology and
software underlying the Services or distributed in connection therewith are the
property of Upside, our affiliates and our partners (the “Software”). You agree
not to copy, modify, create a derivative work of, reverse engineer, reverse
assemble or otherwise attempt to discover any source code, sell, assign,
sublicense, or otherwise transfer any right in the Software. Any rights not
expressly granted herein are reserved by Upside.

The Upside name and logos are trademarks and service marks of Upside
(collectively the “Upside Trademarks”). Other Upside product and service names
and logos used and displayed via the Services may be trademarks or service marks
of their respective owners who may or may not endorse or be affiliated with or
connected to Upside. Nothing in this Terms of Service or the Services should be
construed as granting, by implication, estoppel, or otherwise, any license or
right to use any of the Upside Trademarks displayed on the Services, without our
prior written permission in each instance. All goodwill generated from the use
of Upside Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Upside be liable in any way
for any content or materials of any third parties (including users), including,
but not limited to, for any errors or omissions in any content, or for any loss
or damage of any kind incurred as a result of the use of any such content. You
acknowledge that Upside does not pre-screen content, but that Upside and its
designees will have the right (but not the obligation) in their sole discretion
to refuse or remove any content that is available via the Services. Without
limiting the foregoing, Upside and its designees will have the right to remove
any content that violates these Terms of Service or is deemed by Upside, in its
sole discretion, to be otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use of any content, including
any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Services: With respect to the content or
other materials you upload through the Services or share with other users or
recipients (collectively, “User Content”), you represent and warrant that you
own all right, title and interest in and to such User Content, including,
without limitation, all copyrights and rights of publicity contained therein. By
uploading any User Content you hereby grant and will grant Upside and its
affiliated companies a nonexclusive, worldwide, royalty free, fully paid up,
transferable, sublicensable, perpetual, irrevocable license to copy, display,
upload, perform, distribute, store, modify and otherwise use your User Content
in connection with the operation of the Services in any form, medium or
technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback or other information about the Services (“Submissions”), provided by
you to Upside are non-confidential and Upside will be entitled to the
unrestricted use and dissemination of these Submissions for any purpose,
commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Upside may preserve content and may also disclose
content if required to do so by law or in the good faith belief that such
preservation or disclosure is reasonably necessary to: (a) comply with legal
process, applicable laws or government requests; (b) enforce these Terms of
Service; (c) respond to claims that any content violates the rights of third
parties; or (d) protect the rights, property, or personal safety of Upside, its
users and the public. You understand that the technical processing and
transmission of the Services, including your content, may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to
technical requirements of connecting networks or devices.


THIRD PARTY WEBSITES

The Services may provide, or third parties may provide, links or other access to
other sites and resources on the Internet. Upside has no control over such sites
and resources and Upside is not responsible for and does not endorse such sites
and resources. You further acknowledge and agree that Upside will not be
responsible or liable, directly or indirectly, for any damage or loss caused or
alleged to be caused by or in connection with use of or reliance on any content,
events, goods or services available on or through any such site or resource. Any
dealings you have with third parties found while using the Services are between
you and the third party, and you agree that Upside is not liable for any loss or
claim that you may have against any such third party.


SOCIAL NETWORKING SERVICES

You may enable or log in to the Services via various online third party
services, such as social media and social networking services like Google,
Facebook or Twitter (“Social Networking Services”). By logging in or directly
integrating these Social Networking Services into the Services, we make your
online experiences richer and more personalized. To take advantage of this
feature and capabilities, we may ask you to authenticate, register for or log
into Social Networking Services on the websites of their respective providers.
As part of such integration, the Social Networking Services will provide us with
access to certain information that you have provided to such Social Networking
Services, and we will use, store and disclose such information in accordance
with our Privacy Policy. For more information about the implications of
activating these Social Networking Services and Upside’s use, storage and
disclosure of information related to you and your use of such services within
Upside (including your friend lists and the like), please see our Privacy Policy
at www.upside.com/privacy. However, please remember that the manner in which
Social Networking Services use, store and disclose your information is governed
solely by the policies of such third parties, and Upside shall have no liability
or responsibility for the privacy practices or other actions of any third party
site or service that may be enabled within the Services.

In addition, Upside is not responsible for the accuracy, availability or
reliability of any information, content, goods, data, opinions, advice or
statements made available in connection with Social Networking Services. As
such, Upside is not liable for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such Social Networking
Services. Upside enables these features merely as a convenience and the
integration or inclusion of such features does not imply an endorsement or
recommendation.


TEXT MESSAGING SUBSCRIPTION

By texting to an Upside short code or by submitting your phone number in a web
form, you consent to receive one or more automated texts at the phone number
from which you texted or at the phone number you entered in the form, in
addition to the other terms and conditions set forth in these Terms of Service,
the following terms and conditions apply:

 * We will not be liable for any delays in the receipt of any SMS messages as
   delivery is subject to effective transmission from your mobile service
   operator. SMS MESSAGE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND WE MAKE
   NO WARRANTY, EXPRESS OR IMPLIED, AND ALL WARRANTIES, INCLUDING IMPLIED
   WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY
   EXPRESSLY DISCLAIMED.
 * Data obtained from you in connection with this SMS service may include your
   cell phone number, your carrier’s name, and the date, time and content of
   your messages, as well as other information that you provide. We may use this
   information to contact you and to provide the services you request from us.
 * By subscribing, you consent to receive text messages describing the Upside
   app and service, links to download the Upside app and sign-up for the
   service, and other communications. Up to 10 messages/month.
 * By subscribing or otherwise using the service, you acknowledge and agree that
   we will have the right to change and/or terminate the service at any time,
   with or without cause and/or advance notice.
 * To cancel your SMS subscriptions, text STOP to 900900 in reply to a text
   message you receive. You may receive a subsequent message confirming your
   opt-out request.
 * For additional help, text HELP to 900900 in reply to a text message you
   receive.
 * Message and Data Rates May Apply.
 * Our privacy policy can be found here: Privacy
 * Text START to 900900 to receive the following text message: “Score! You just
   landed a BONUS 20 cents/gallon cash back on your first Upside gas fill-up.
   Download for free: https://upside.app.link/start to save on gas!”

Upside is not liable for delayed or undelivered messages.
‍
United States Participating Carriers Include AT&T, T-Mobile®, Verizon Wireless,
Sprint, Boost, U.S. Cellular®, MetroPCS®, InterOp, Cellcom, C Spire Wireless,
Cricket, Virgin Mobile and others.


INDEMNITY AND RELEASE

You agree to release, indemnify and hold Upside and its affiliates and their
officers, employees, directors and agents (collectively, “Indemnitees”) harmless
from any from any and all losses, damages, expenses, including reasonable
attorneys’ fees, rights, claims, actions of any kind and injury (including
death) arising out of or relating to your use of the Services, any User Content,
your connection to the Services, your violation of these Terms of Service or
your violation of any rights of another. Notwithstanding the foregoing, you will
have no obligation to indemnify or hold harmless any Indemnitee from or against
any liability, losses, damages or expenses incurred as a result of any action or
inaction of such Indemnitee. If you are a California resident, you waive
California Civil Code Section 1542, which says: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.” If you are a resident of
another jurisdiction, you waive any comparable statute or doctrine.


DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS. UPSIDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT.

UPSIDE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II)
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR
RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR
EXPECTATIONS.


LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UPSIDE WILL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR
LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE,
DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UPSIDE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO
USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR
MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;
(III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER
MATTER RELATING TO THE SERVICES. IN NO EVENT WILL UPSIDE’S TOTAL LIABILITY TO
YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID
UPSIDE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN
WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH
ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE
DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE,
YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF
WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS
PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE
SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE
INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING
PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR
RIGHTS. TO OPT OUT OF THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT, YOU
MUST WRITE US AT:

Upside Services, Inc.
1701 Rhode Island Avenue NW
Washington, DC 20036
Att’n: Legal Department

YOU MUST:

 * GIVE WRITTEN NOTICE;
 * INCLUDE YOUR NAME; AND
 * STATE THAT YOU REJECT ARBITRATION AND/OR PROHIBITION OF CLASS AND
   REPRESENTATIVE ACTION AND NON-INDIVIDUALIZED RELIEF.

TO BE EFFECTIVE, WE MUST RECEIVE YOUR WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF
THE FIRST DATE YOU REGISTER FOR THE SERVICES.

IF YOU OPT OUT, ANY DISPUTES WILL STILL BE GOVERNED BY THE LAWS OF THE STATE
WHERE YOU RESIDE AND APPLICABLE FEDERAL LAW AND MUST BE BROUGHT WITHIN SUCH
STATE’S COURT SYSTEM.


AGREEMENT TO ARBITRATE

This Dispute Resolution by Binding Arbitration section is referred to in this
Terms of Service as the “Arbitration Agreement.” You agree that any and all
disputes or claims that have arisen or may arise between you and Upside, whether
arising out of or relating to this Terms of Service (including any alleged
breach thereof), the Services, any advertising, any aspect of the relationship
or transactions between us, shall be resolved exclusively through final and
binding arbitration, rather than a court, in accordance with the terms of this
Arbitration Agreement, except that you may assert individual claims in small
claims court, if your claims qualify. Further, this Arbitration Agreement does
not preclude you from bringing issues to the attention of federal, state, or
local agencies, and such agencies can, if the law allows, seek relief against us
on your behalf. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND
UPSIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A
CLASS ACTION. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, NOT A
JUDGE OR JURY. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement.


PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF

YOU AND UPSIDE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON
AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND UPSIDE AGREE
OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR
PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED,
REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF
(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE
INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE
RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).


PRE-ARBITRATION DISPUTE RESOLUTION

Upside is always interested in resolving disputes amicably and efficiently, and
most customer concerns can be resolved quickly and to the customer’s
satisfaction by emailing customer support support@upside.com. If such efforts
prove unsuccessful, a party who intends to seek arbitration must first send to
the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice
to Upside should be sent to Upside Services, Inc., 1701 Rhode Island Avenue NW,
Washington, DC 20036 (“Notice Address”). The Notice must (i) describe the nature
and basis of the claim or dispute and (ii) set forth the specific relief sought.
If Upside and you do not resolve the claim within sixty (60) calendar days after
the Notice is received, you or Upside may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by Upside or you
shall not be disclosed to the arbitrator until after the arbitrator determines
the amount, if any, to which you or Upside is entitled.


ARBITRATION PROCEDURES

Arbitration will be conducted by a neutral arbitrator in accordance with the
American Arbitration Association’s (“AAA”) rules and procedures, including the
AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the
“AAA Rules”), as modified by this Arbitration Agreement. For information on the
AAA, please visit its website, http://www.adr.org. Information about the AAA
Rules and fees for consumer disputes can be found at the AAA’s consumer
arbitration page, http://www.adr.org/consumer_arbitration. If there is any
inconsistency between any term of the AAA Rules and any term of this Arbitration
Agreement, the applicable terms of this Arbitration Agreement will control
unless the arbitrator determines that the application of the inconsistent
Arbitration Agreement terms would not result in a fundamentally fair
arbitration. The arbitrator must also follow the provisions of these Terms of
Service as a court would. All issues are for the arbitrator to decide,
including, but not limited to, issues relating to the scope, enforceability, and
arbitrability of this Arbitration Agreement. Although arbitration proceedings
are usually simpler and more streamlined than trials and other judicial
proceedings, the arbitrator can award the same damages and relief on an
individual basis that a court can award to an individual under the Terms of
Service and applicable law. Decisions by the arbitrator are enforceable in court
and may be overturned by a court only for very limited reasons.
‍
Unless Upside and you agree otherwise, any arbitration hearings will take place
in a reasonably convenient location for both parties with due consideration of
their ability to travel and other pertinent circumstances. If the parties are
unable to agree on a location, the determination shall be made by AAA. If your
claim is for $10,000 or less, Upside agrees that you may choose whether the
arbitration will be conducted solely on the basis of documents submitted to the
arbitrator, through a telephonic hearing, or by an in-person hearing as
established by the AAA Rules. If your claim exceeds $10,000, the right to a
hearing will be determined by the AAA Rules. Regardless of the manner in which
the arbitration is conducted, the arbitrator shall issue a reasoned written
decision sufficient to explain the essential findings and conclusions on which
the award is based.


COSTS OF ARBITRATION

Payment of all filing, administration, and arbitrator fees (collectively, the
“Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided
in this Arbitration Agreement. If the value of the relief sought is $75,000 or
less, at your request, Upside will pay all Arbitration Fees. If the value of
relief sought is more than $75,000 and you are able to demonstrate to the
arbitrator that you are economically unable to pay your portion of the
Arbitration Fees or if the arbitrator otherwise determines for any reason that
you should not be required to pay your portion of the Arbitration Fees, Upside
will pay your portion of such fees. In addition, if you demonstrate to the
arbitrator that the costs of arbitration will be prohibitive as compared to the
costs of litigation, Upside will pay as much of the Arbitration Fees as the
arbitrator deems necessary to prevent the arbitration from being
cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA
Rules.


CONFIDENTIALITY

All aspects of the arbitration proceeding, and any ruling, decision, or award by
the arbitrator, will be strictly confidential for the benefit of all parties.


SEVERABILITY

If a court or the arbitrator decides that any term or provision of this
Arbitration Agreement (other than the subsection (b) titled “Prohibition of
Class and Representative Actions and Non-Individualized Relief” above) is
invalid or unenforceable, the parties agree to replace such term or provision
with a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Arbitration Agreement shall be enforceable as so modified. If a court or
the arbitrator decides that any of the provisions of subsection (b) above titled
“Prohibition of Class and Representative Actions and Non-Individualized Relief”
are invalid or unenforceable, then the entirety of this Arbitration Agreement
shall be null and void. The remainder of the Terms of Service will continue to
apply.


FUTURE CHANGES TO ARBITRATION AGREEMENT

Notwithstanding any provision in this Terms of Service to the contrary, Upside
agrees that if it makes any future change to this Arbitration Agreement (other
than a change to the Notice Address) while you are a user of the Services, you
may reject any such change by sending Upside written notice within thirty (30)
calendar days of the change to the Notice Address provided above. By rejecting
any future change, you are agreeing that you will arbitrate any dispute between
us in accordance with the language of this Arbitration Agreement as of the date
you first accepted these Terms of Service (or accepted any subsequent changes to
these Terms of Service).


TERMINATION

You agree that Upside, in its sole discretion, may suspend or terminate your
account (or any part thereof) or use of the Services and remove and discard any
content within the Services, for any reason, including, without limitation, for
lack of use or if Upside believes that you have violated or acted inconsistently
with the letter or spirit of these Terms of Service. Any suspected fraudulent,
abusive or illegal activity that may be grounds for termination of your use of
Services may be referred to appropriate law enforcement authorities. Upside may
also in its sole discretion and at any time discontinue providing the Services,
or any part thereof, with or without notice. You agree that any termination of
your access to the Service under any provision of this Terms of Service may be
effected without prior notice, and acknowledge and agree that Upside may
immediately deactivate or delete your account and all related information and
files in your account and/or bar any further access to such files or the
Services. Further, you agree that Upside will not be liable to you or any third
party for any termination of your access to the Services.


USER DISPUTES

You agree that you are solely responsible for your interactions with any other
user in connection with the Services and Upside will have no liability or
responsibility with respect thereto. Upside reserves the right, but has no
obligation, to become involved in any way with disputes between you and any
other user of the Services.


GENERAL

These Terms of Service constitute the entire agreement between you and Upside
and govern your use of the Services, superseding any prior agreements between
you and Upside with respect to the Services. You also may be subject to
additional terms and conditions that may apply when you use affiliate or third
party services, third party content or third party software. These Terms of
Service will be governed by the laws of the State of Delaware. With respect to
any disputes or claims not subject to arbitration, as set forth above, you and
Upside agree to submit to the personal and exclusive jurisdiction of the state
and federal courts located within Washington, DC. The failure of Upside to
exercise or enforce any right or provision of these Terms of Service will not
constitute a waiver of such right or provision. If any provision of these Terms
of Service 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
these Terms of Service remain in full force and effect. You agree that
regardless of any statute or law to the contrary, any claim or cause of action
arising out of or related to use of the Services or these Terms of Service must
be filed within one (1) year after such claim or cause of action arose or be
forever barred. A printed version of this agreement and of any notice given in
electronic form will be admissible in judicial or administrative proceedings
based upon or relating to this agreement to the same extent and subject to the
same conditions as other business documents and records originally generated and
maintained in printed form. You may not assign this Terms of Service without the
prior written consent of Upside, but Upside may assign or transfer this Terms of
Service, in whole or in part, without restriction. The section titles in these
Terms of Service are for convenience only and have no legal or contractual
effect. Notices to you may be made via either email or regular mail. The
Services may also provide notices to you of changes to these Terms of Service or
other matters by displaying notices or links to notices generally on the
Services.


YOUR PRIVACY

At Upside, we respect the privacy of our users. For details please see our
Privacy Policy. By using the Services, you consent to our collection and use of
personal data as outlined therein.


NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, users of the Services from
California are entitled to the following specific consumer rights notice: The
Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or
(800) 952-5210. You may contact us at Upside Services, Inc., 1701 Rhode Island
Avenue NW, Washington, DC 20036, and (800) 741-6726


QUESTIONS? CONCERNS? SUGGESTIONS?

Please contact us at support@upside.com to report any violations of these Terms
of Service or to pose any questions regarding this Terms of Service or the
Services.

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