1.1. The Upside platform incentivises Users to build their savings by giving them access to a decentralised e-wallet and blockchain-enabled promotional rewards program which randomly draws Users to receive prizes, with their odds of winning increasing with the money they have saved (“Platform”). The Platform also includes a Trade Promotion Portal which enables businesses (“Promoters”) to run their own promotional rewards draws.
1.3. In these Terms, “UpSide”, “we”, “us” or “our” means UpSide Technologies Pty Ltd (ACN 616 330 100) and includes our directors, employees and agents. “User”, "you" or "your" means the person, company, association or organisation who accepts these Terms. Additional definitions are set out in clause 16.
1.4. By accessing or using the Platform or Services, you state that you have read, understood, and agree to be bound by this Terms, whether or not you are a registered user of our Site.
1.5. UpSide reserves the right to make unilateral modifications to these Terms and will provide notice of these changes as described below.
2. Use of the Platform
2.1. Persons under the age of 16 years cannot use the Platform.
2.2. If you are between the ages of 16 and 18 years, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have read and agreed to these Terms on your behalf. Even if we do this, by submitting Registration Data to us, you acknowledge that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf.
2.3. If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create an account, you agree to:
(a) exercise supervision over the Minor's use of our Platform and their personal account with us;
(b) assume all risks associated with the Minor's use of our Platform and their account, including the transmission of content or information to and from third parties via the internet;
(c) assume any and all liabilities resulting from the Minor's use of our Services and their account;
(d) ensure the accuracy and truthfulness of all information submitted to us and the Platform by the Minor; and
(e) provide the necessary consents contained in these Terms on behalf of the Minor.
2.4. We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Website by thatMinor.
2.5. To access the Platform and Services, Users must create a membership account (“Account”) by providing us with their Registration Data and nominating a password. Registration is free.
2.6. You must keep your Account details up to date at all times and your password confidential and secure.
2.7. You have sole responsibility for any activity that occurs on or via your Account. You must notify us immediately if you become aware of any security breach or any unauthorised use of your Account.
3.1. On registration, each User receives access to an e-wallet associated with their Account (“E-Wallet”), which allows the User to transfer money into the E-Wallet and earn Tickets towards Promotional Draws.
3.2. Users may transfer funds into their E-Wallet via the Platform. User funds stored via the E-Wallet are stored subject to a low-risk, low-volatility protocol operating via the Ethereum decentralised network. Funds stored on an E-Wallet do not attract interest attributable to your Account.
3.3. The UpSide Platform utilises blockchain-enabled digital currency assets that are pegged to fiat currency values (collectively "Stable Coins"). Like any business that utilises such a system, our Platform and Services may be temporarily available due to systemic errors, technical problems, regulatory announcements or changes, or other factors. While Stable Coins operate to hold their value in accordance with a specified fiat currency, such assets are decentralised and are not backed by a central bank, government or legal entities, and as such, the value of such Stable Coins may change depending on a number of factors, including markets, technological problems and the confidence of investors.
UpSide does not warrant or guarantee that its Services will be available on our Platform at all times. We reserve the right to stop offering Services which utilise Stable Coins via the Platform and Services. We will use our reasonable endeavours to notify you if we do so.
3.4. The Platform is intended to incentivise consumer saving behaviour through Promotions. The E-Wallet and all associated products are not investment or financial products.
3.5. Users may make withdrawals at any time via the Platform. On making a withdrawal, the User’s funds will be exchanged back into fiat currency and then transferred to the User’s nominated bank account.
3.6. UpSide may impose transaction limits and balance limits with respect to the E-Wallet at any time in its absolute discretion.
3.7. UpSide does not charge a transaction fee to Users for making transfers to, or withdrawals from, the E-Wallet, though we may pass on any credit card or other network fees that are charged in relation to a User’s chosen payment method.
4.1. Promotional Draws maybe run by UpSide or by Promoters using our Trade Promotion Portal, from time to time.
4.2. Funds stored on an E-Wallet associated with an active User Account will automatically generate Tickets for the User to enter a Promotional Draw. Users may select the Promotional Draw that they wish to generate Tickets for via the Platform.
4.3. Deposits made into an E-Wallet will be verified within 3 Business Days and an email will be sent to the Users confirming their entry into the User’s selected Promotional Draw.
4.4. There is no entry fee charged for a User to enter any Promotional Draw
4.5. The Promotion Terms and Conditions set out in the Schedule to these Terms apply generally to Promotional Draws operated via the Platform. Any additional rules, terms and conditions that apply to a specific Promotion will be published via the Platform.
5. Your obligations
5.1. You must:
(a) co-operate with and assist us in the supply of the Platform;
(b) promptly provide us with full and accurate information;
(c) comply with all applicable laws, regulations and industry standards with respect to your activities on the Platform and obligations under these Terms;
(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
(e) comply with all reasonable directions and guidelines from us as advised from time to time.
5.2. You must not, under any circumstances:
(a) attempt to interfere with or compromise the integrity or security of the Platform or decipher any transmissions to or from the servers running the Platform;
(b) take any action that imposes, or may impose an unreasonable or disproportionately large load on our Platform infrastructure (determined in our sole discretion);
(c) upload invalid data, viruses, worms, or other software agents through the Platform;
(d) collector harvest any personal, including Account names and E-Wallet addresses, from the Platform;
(e) use the Platform for any commercial solicitation purposes, except as a Promoter explicitly authorised by us;
(f) act in a way that is misleading or deceptive, or likely to mislead or deceive any person including any attempt to obscure your identity;
(g) interfere with the proper working of the Platform;
(h) access any content on the Platform through any technology or means other than those provided by the Platform; or
(i) bypass any measures that we may use to prevent or restrict access to the Platform and Services.
5.3. It is your responsibility to ensure that any information you provide sets out the correct information and that you notify us of any changes to this information.
5.4. You acknowledge and warrant that you will only use the Platform in accordance with the laws applicable in your jurisdiction.
6.1. We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any blockchain-enabled service, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform.
6.2. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Platform provided hereunder is give nor assumed by us other than as required at law. You acknowledge and agree that the Platform is provided on ‘as is’ basis and that you will make your own investigations into whether or not the is fit for your purposes.
6.3. We make no representations, warranties or guarantees:
(a) that content or information available on, or produced by or via the Platform, is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content or information is provided on an ‘as is’ basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content or information; or
(b) as to the availability of the Platform. You are responsible for taking your own precautions in this respect.
7. Term and Termination
7.1. Except for those terms which explicitly survive termination, these Terms will continue in force until:
(a) terminated by either party in accordance with these Terms; or
(b) the date that is 6 months after the last date you have used the Platform and Services.
7.2. We may terminate these Terms (or at our discretion, terminate or suspend the supply of the Platform to you) immediately if you have breached these Terms, or for any other reason and at any time (acting reasonably).
8. Liability and Exclusions
8.1. You assume sole responsibility for your use of the Platform (including any content contained therein). We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your direction.
8.2. UpSide is not responsible or liable for any funds once they are transferred from our Platform to another site, device, platform or user.
8.3. In no event will we be liable to you or any third party for any:
(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
(b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform; or
(d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms.
8.4. To the greatest extent permitted at law, our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms, for any one event or a series of related events, will be limited to $100.
8.5. The parties acknowledge that the limitations of liability contained in this clause 8 are a fair and reasonable allocation of the commercial risk between the parties.
9. Situations or events outside our reasonable control
9.1. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform and Services as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform and Services.
10.1. You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
(a) breach by you of any of your obligations under these Terms;
(b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms;
(c) breach by you of any law (including Privacy Laws).
11.1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms, save for such use or disclosure necessary and required to perform their respective obligations under these Terms. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
11.2. In making disclosure to persons as permitted under this clause 11, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
11.3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
11.4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
13. Intellectual Property
13.1. All rights, title or interest in and to the Platform and any information or technology that may be provided to, or accessed by, you in connection with your use of the Platform is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Platform does not transfer any ownership or rights, title or interest in and to the ProviderIP.
13.2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with the Platform, will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”).
13.3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform, the Provider IP and/or the Developed IP.
14.1. Any notice required to be given pursuant to these Terms will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms (or to such other address as either party may from time to time notify the other in accordance with this clause).
14.2. A notice given under clause 14.1 will be deemed to have been delivered 24 hours after the email is sent.
15.1. The provisions of these Terms that are capable of having effect after the termination or expiry of these Terms will remain in full force and effect following the termination or expiry of these Terms.
15.2. These Terms, and the relationship between the parties contemplated by it, is not intended to be exclusive.
15.3. If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms will continue in full force and effect.
15.4. These Terms are governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
15.5. These Terms constitute the entire agreement between the parties in respect of the subject matter of these Terms and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.
16. Definitions and Interpretation
16.1. In these Terms, the following expressions have the following meanings, unless otherwise stated:
“Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;
“Developed IP” has the meaning given in clause 13.2;
“E-Wallet” has the meaning given in clause 3.1;
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, software code, source code, object code, system design, system schema, software architecture, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Platform” has the meaning given in clause 1.1 and, for the avoidance of doubt, includes the Site, any associated subdomains, systems, networks, technologies, software code and Intellectual Property Rights.
“Privacy Laws” means the Privacy Act 1988(Cth) and all similar legislation operating in any relevant jurisdiction;
“Promotion” means a promotion hosted via the Platform;
“Promotional Draw” means a trade promotion lottery prize draw relating to a Promotion hosted via the Platform;
“Promoter” has the meaning given in clause 1.1;
“Provider IP” has the meaning given in clause 13.1;
“Registration Data” means information provided to us for the purposes of a User registering to access certain sections of our Platform and Services including, but not limited to, your full name, date of birth, address and contact details;
“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);
“Services” means all services provided by UpSide to Users of the Platform, in accordance with these Terms;
“Site” means www.upsidecomp.com or any other Site operated by us; and
“User” means any user of the Platform or Services;