Terms Of Use

Last updated: October 4, 2023

Welcome and thank you for your interest in Upside Legal, LLC ("Site"). These Website Terms of Use (including any document incorporated reference herein) for the Upside Legal, LLC and any and all of its subsidiaries and affiliates (“Upside”) websites and covers all aspects of your use of the websites and, to the extent not superseded by the terms and conditions of any contract we may sign with you, of any product or service that we may supply to you. This Policy is provided to communicate how we and our affiliates collect, protect, use, share and retain your personal information when visiting our Site.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF AT ANY TIME YOU DISAGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU SHOULD IMMEDIATELY CEASE YOUR USE OF THE WEBSITES.

Eligibility; Privacy

The products and services offered through the websites are not available to persons under the age of 18 or to persons who are not legal residents of the United States, by visa or otherwise. BY CLICKING ANY “SUBMIT” OR OTHER BUTTON OR BY ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITES YOU REPRESENT AND WARRANT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE A LEGAL RESIDENT OF THE UNITED STATES.

Some of the products and services offered through the websites may be subject to additional terms and conditions, including those products and services offered by or through third-party providers. To the extent not inconsistent with these Terms of Use, these additional terms and conditions are hereby incorporated herein by reference; however, in the case of any inconsistency between these Terms of Use and any other document that is incorporated by reference herein, these Terms of Use shall control.

Upside has made a commitment to protecting the privacy of those who visit our websites and access the products and services available therein. Upside’s Privacy Policy is hereby incorporated herein by reference.

Products and Services

Parts of the website function as an online marketplace where visitors can research and submit requests for Debtor Lawsuit Defense, Collection Harassment Defense, FDCPA and bankruptcy assistance as well as other products and services. You understand and agree that if you submit a request for a product or service or for further information relating to a product or service offered through any of the websites, Upside will share such of your information as may be required in order to match you with selected providers of the product and/or services that you request.

By submitting your contact information to us, you are expressly consenting to be contacted by us or by one or more providers of products and services by telephone, email or postal mail even if you have opted into the national Do Not Call List administered by the Federal Trade Commission, any state equivalent Do Not Call List or the Do Not Call List of any specific institution.

Modification of These Terms of Use

Upside reserves the right to change, modify, add or remove portions of these Terms of Use at any time by posting amended Terms of Use. Please check these Terms of Use periodically for changes. Your continued use of any of the websites after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms of Use will be effective immediately and without further notice.

License Grants

Subject to your compliance with these Terms of Use, Upside hereby grants you a personal, limited, non-exclusive, non-transferable revocable license to use the websites for purposes of accessing the information and contacting the providers of the products and services contained therein.

Upside expressly reserves all rights not specifically granted herein, including but not limited to the right to exercise whatever
lawful means it deems necessary or appropriate to prevent unauthorized use of the websites.

By using the websites, you hereby grant to Upside a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, royalty-free license to transfer, display, reproduce, distribute, modify and otherwise use your personal and other information, subject to the restrictions set forth herein (including Upside’s Privacy Policy).

Prohibited Conduct
By using the websites, you agree not to:
Use the websites for any purpose other than to access the information and contact the providers of the products and services advertised therein; submit, transmit or facilitate the distribution of information or content that is illegal, harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable; attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the websites or bypass the measures we may use to prevent or restrict access to the websites; take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; use any robot, spider, scraper or other similar system to access the websites; impersonate another
person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; or submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

Ownership & Proprietary Rights
The websites are owned and operated by Upside. All content displayed on the websites, as well as all visual interfaces, graphics, designs, information, computer code (including source code or object code), software and all other elements of the websites are protected by United States copyright trade dress, patent and trade/service mark laws, international conventions,
where applicable, and all other relevant intellectual property and proprietary rights and laws. Except as otherwise specified on the websites, all content contained on the websites is the property of Upside and/or its third-party
licensors. Except as expressly authorized by Upside, you may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make any unauthorized use of such content.

Links to Third-Party Sites; Dealings with Third Parties
The websites may include links or references to other web sites owned or operated by third parties with which Upside may have a relationship. Upside has no control over such third-party web sites and, thus, is not responsible for their availability, content or advertising, or any products or services available from such third parties. Your correspondence or business dealings with such third parties are solely between you and such third parties. Access and use of such web sites is solely at you
own risk.
Your correspondence or business dealings with any third party service provider are solely between you and such third party. Upside is not responsible for any terms, conditions, warranties, or representations associated with such dealings or liable for any loss or damage of any sort incurred as the result of such dealings.
By using the websites as directed, you are acknowledging that Upside does not make credit decisions in connection with any product or service offered to you, does not recommend, endorse, warrant, or guarantee the products or services of any third party and is not party to any discussions that you may have or agreement that you may make with any third party. Upside does not charge anyone a fee to use the websites.

Termination; Exclusive Remedy
Upside at any time, in its sole discretion, for any or no reason, and without penalty or liability, may terminate your use of the websites and terminate any session. Upside may also in its sole discretion and at any time discontinue providing access to one or more websites. Any termination of access to the websites may be affected with or without prior notice, and Upside will not be liable to you or to any third\ party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. Your sole and exclusive remedy with respect to any dissatisfaction with (i) the websites,\ (ii) any term or condition of these Terms of Use or (iii) any policy or practice of Upside in operating any website is to terminate your access to and discontinuing use of the websites.

Indemnification
You agree to indemnify, save and hold Upside and its contractors, employees, agents and its third-party
suppliers and business partners harmless from any claims, losses, damages and liabilities, including legal fees and expenses, arising out of your use or misuse of the websites, any violation by you of these Terms of Use or any breach of the representations, warranties and covenants made by you herein. Upside reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with Upside’s defense of any such claims. Upside will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

No Warranty; Disclaimers
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPSIDE AND ITS THIRD-PARTY SUPPLIERS AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPSIDE OR THROUGH THE WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS OF USE. THE USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE WEBSITES AND ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. NONE OF UPSIDE OR ITS THIRD-PARTY SUPPLIERS AND BUSINESS PARTNERS WARRANT THAT ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES OFFERED ON OR THROUGH THE WEBSITES OR ANY THIRD-PARTY WEB SITES WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY OF THE FOREGOING, IF PRESENT, WILL BE CURED OR STOPPED. YOUR USE OF THE WEBSITES OR ANY THIRD-PARTY WEB SITES IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH WEBSITES.

Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL UPSIDE OR ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE WEBSITES OR ANY THIRD-PARTY WEB SITE OR ANY OTHER INTERACTIONS WITH UPSIDE, EVEN IF UPSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPSIDE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Release
BY YOUR USE OF ANY UPSIDE WEBSITE, YOU ARE AGREEING TO RELEASE AND DISCHARGE UPSIDE AND ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND EXPENSES OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITES. 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."

Dispute Resolution
In the event of a dispute between you and Upside that arises out of these Terms of Use or any product or service you obtain through the websites (“Claim”), you and Upside agree to resolve that Claim in accordance with the procedures set forth below or as we may otherwise agree in writing. Before resorting to these dispute resolution mechanisms, you must first contact us directly to seek a resolution. If, however, we are unable to resolve our differences informally, Upside will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, either party may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects’ arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider chosen by the party seeking arbitration. The ADR provider and the parties must comply with the following rules:

the arbitration shall be conducted by telephone or online and be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration.
the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties;
any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Miscellaneous
14.1 Notice
Upside may provide you with notices by e-mail, regular mail, or postings on any website. Notice will be deemed given twenty-four hours after e-mail is sent, unless Upside is notified that the e-mail address used is invalid. Alternatively, Upside may give you legal notice by mail to a postal address, if provided by you through any website. In such case, notice will be deemed given three (3) calendar days after the date of mailing. All notices to Upside must be made in writing and mailed to:

Upside Legal, LLC.
5900 Balcones Drive, Suite 6285

Austin, TX 78731
Attn: General Counsel

14.2 Waiver and Severability of Terms

The failure of Upside to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Upside. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the other provisions of these Terms of Use shall remain in full force and effect and the parties agree that such court should endeavor to give effect to the parties’ intentions.

14.3 Choice of Law; Forum

These Terms of Use shall be governed in all respects by the laws of the State of Texas. Any claim or dispute you may have against Upside must be resolved by a court located in Tarrant County, Texas, except as otherwise agreed by the parties or as described in Paragraph 13. You agree to submit to the personal jurisdiction of the courts located within Tarrant County, Texas for the purpose of litigating all such claims or disputes.

All claims filed or brought contrary to either Section 13 or this Section 14.3 shall be considered improperly filed. Should you file a claim improperly, Upside may recover reasonable attorneys’ fees and costs, provided that Upside has notified you in writing of the improperly filed claim and you have failed to withdraw the claim promptly.

14.4 Assignment

You may not transfer or assign any of your rights and obligations under these Terms of Use without the express prior written consent of Upside, give in its sole discretion. However, you acknowledge and agree that Upside may freely and without restriction or limitation assign or transfer any of its rights and obligations under these Terms of Use.

14.5 Entire Agreement

These Terms of Use and any document incorporated by reference herein constitute the entire agreement between you and Upside and govern your use of the websites, superseding any prior agreements between you and Upside. Notwithstanding the foregoing, you also may be subject to additional terms and conditions that may apply when you use or purchase certain products and/or services provided by Upside or one of Upside’s third party business partners.

14.6 Survival

The following paragraphs shall survive termination or your refusal to continue
to use the Service: 4, 6, 7, 8, 9, 10, 11, 12, 13 and 14.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.

These terms and conditions govern the use of SMS services provided by Upside Legal, LLC. By subscribing to the
service, you agree to be bound by these terms and conditions.

-To subscribe to the SMS service, the User must opt-in by providing their mobile number to Upside Legal, LLC.

-The User acknowledges that message and data rates may apply. Upside Legal, LLC is not responsible for any
charges incurred by the User.

-The User acknowledges that they may receive up to 1-2 messages per week.

-The User may opt-out of the SMS service at any time by replying "STOP" to any Message received.

-Upside Legal, LLC will promptly stop sending Messages to the User upon receipt of the opt-out request.

Disclaimer of Liability

Upside Legal, LLC will not be liable for any loss, damage or inconvenience caused by the use of the SMS service.

The User assumes all risks and responsibility for the use of the SMS service.

By subscribing to the SMS service provided by Upside Legal, LLC, the User agrees to be bound by these terms and conditions. If the User does not agree to these terms and conditions, they should not subscribe to the SMS service."

Text (888) 683-6697 to receive informational alerts and notifications from Upside. Msg & Data Rates May Apply

For additional information, text HELP to (888) 683-6697. You may opt out at any time by sending STOP to (888) 683-6697

SMS/MMS Terms and Conditions

Subscription Service available on most carriers including U.S. Cellular, AT&T, Cellular One, T-Mobile, Sprint, Boost, MetroPCS, Verizon Wireless, Alltel Wireless and Virgin Mobile. Msg & Data Rates May Apply. Requires text-enabled handset. You may cancel your subscription by texting STOP to (888) 683-6697 You can also get info directly on your phone by texting HELP to (888) 683-6697 or contacting us at (888) 683-6697 Service will continue until the customer cancels. Carriers are not responsible for delayed or undelivered messages.

Changes to this Terms of Use

Upside reserves the right to update this Terms of Use at any time. When we make changes, we will revise the date at the top of this page. Changes will be effective when posted unless otherwise indicated. We encourage you to check this page periodically to stay informed about how we help provide the information we collect.

Personal Information We Collect

For the purposes of this Terms of Use, "personal information" shall mean individually identifiable information from or
about an individual.

We collect personal information from you when you visit, interact or register on our website and apps, respond to an advertisement on third party websites or call us. We may collect the following information:

Terms & Conditions

Last updated: October 4, 2023

Eligibility; Privacy

Products and Services

Modification of These Terms of Use

License Grants

Prohibited Conduct
By using the websites, you agree not to:
Use the websites for any purpose other than to access the information and contact the providers of the products and services advertised therein; submit, transmit or facilitate the distribution of information or content that is illegal, harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable; attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the websites or bypass the measures we may use to prevent or restrict access to the websites; take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; use any robot, spider, scraper or other similar system to access the websites; impersonate another
person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; or submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

Ownership & Proprietary Rights
The websites are owned and operated by Upside. All content displayed on the websites, as well as all visual interfaces, graphics, designs, information, computer code (including source code or object code), software and all other elements of the websites are protected by United States copyright trade dress, patent and trade/service mark laws, international conventions,
where applicable, and all other relevant intellectual property and proprietary rights and laws. Except as otherwise specified on the websites, all content contained on the websites is the property of Upside and/or its third-party
licensors. Except as expressly authorized by Upside, you may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make any unauthorized use of such content.

Links to Third-Party Sites; Dealings with Third Parties
The websites may include links or references to other web sites owned or operated by third parties with which Upside may have a relationship. Upside has no control over such third-party web sites and, thus, is not responsible for their availability, content or advertising, or any products or services available from such third parties. Your correspondence or business dealings with such third parties are solely between you and such third parties. Access and use of such web sites is solely at you
own risk.
Your correspondence or business dealings with any third party service provider are solely between you and such third party. Upside is not responsible for any terms, conditions, warranties, or representations associated with such dealings or liable for any loss or damage of any sort incurred as the result of such dealings.
By using the websites as directed, you are acknowledging that Upside does not make credit decisions in connection with any product or service offered to you, does not recommend, endorse, warrant, or guarantee the products or services of any third party and is not party to any discussions that you may have or agreement that you may make with any third party. Upside does not charge anyone a fee to use the websites.

Termination; Exclusive Remedy
Upside at any time, in its sole discretion, for any or no reason, and without penalty or liability, may terminate your use of the websites and terminate any session. Upside may also in its sole discretion and at any time discontinue providing access to one or more websites. Any termination of access to the websites may be affected with or without prior notice, and Upside will not be liable to you or to any third\ party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. Your sole and exclusive remedy with respect to any dissatisfaction with (i) the websites,\ (ii) any term or condition of these Terms of Use or (iii) any policy or practice of Upside in operating any website is to terminate your access to and discontinuing use of the websites.

Indemnification
You agree to indemnify, save and hold Upside and its contractors, employees, agents and its third-party
suppliers and business partners harmless from any claims, losses, damages and liabilities, including legal fees and expenses, arising out of your use or misuse of the websites, any violation by you of these Terms of Use or any breach of the representations, warranties and covenants made by you herein. Upside reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with Upside’s defense of any such claims. Upside will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

No Warranty; Disclaimers
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPSIDE AND ITS THIRD-PARTY SUPPLIERS AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPSIDE OR THROUGH THE WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS OF USE. THE USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE WEBSITES AND ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. NONE OF UPSIDE OR ITS THIRD-PARTY SUPPLIERS AND BUSINESS PARTNERS WARRANT THAT ANY DATA, INFORMATION, COMMERCIAL CONTENT, THIRD-PARTY WEB SITES, PRODUCTS OR SERVICES OFFERED ON OR THROUGH THE WEBSITES OR ANY THIRD-PARTY WEB SITES WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY OF THE FOREGOING, IF PRESENT, WILL BE CURED OR STOPPED. YOUR USE OF THE WEBSITES OR ANY THIRD-PARTY WEB SITES IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH WEBSITES.

Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL UPSIDE OR ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE WEBSITES OR ANY THIRD-PARTY WEB SITE OR ANY OTHER INTERACTIONS WITH UPSIDE, EVEN IF UPSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPSIDE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Release
BY YOUR USE OF ANY UPSIDE WEBSITE, YOU ARE AGREEING TO RELEASE AND DISCHARGE UPSIDE AND ITS THIRD PARTY SUPPLIERS AND BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND EXPENSES OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITES. 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."

Dispute Resolution
In the event of a dispute between you and Upside that arises out of these Terms of Use or any product or service you obtain through the websites (“Claim”), you and Upside agree to resolve that Claim in accordance with the procedures set forth below or as we may otherwise agree in writing. Before resorting to these dispute resolution mechanisms, you must first contact us directly to seek a resolution. If, however, we are unable to resolve our differences informally, Upside will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, either party may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects’ arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider chosen by the party seeking arbitration. The ADR provider and the parties must comply with the following rules:

the arbitration shall be conducted by telephone or online and be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration.
the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties;
any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Miscellaneous
14.1 Notice
Upside may provide you with notices by e-mail, regular mail, or postings on any website. Notice will be deemed given twenty-four hours after e-mail is sent, unless Upside is notified that the e-mail address used is invalid. Alternatively, Upside may give you legal notice by mail to a postal address, if provided by you through any website. In such case, notice will be deemed given three (3) calendar days after the date of mailing. All notices to Upside must be made in writing and mailed to: