Member Agreement
Introduction
Welcome to Upside.coop! These Terms of Service ('Terms') govern your access to and use of the services, platform, and website (collectively, the 'Services') provided by pieFi, Inc. ('we', 'us', 'our'). By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any other policies or guidelines we may provide. If you do not agree with any part of these Terms, you should not use our Services.
Upside.coop is a cutting-edge platform leveraging a cooperative legal structure, designed to revolutionize the way equity incentives are managed and distributed among various stakeholders within a company. Our platform automates the process of allocating equity to anyone who brings value to the company, empowering businesses to foster a true ownership mindset among a broader range of contributors.
Please read these Terms carefully, as they contain important information about your rights, obligations, and limitations when using our Services. We may update or revise these Terms from time to time, and your continued use of the Services following such changes constitutes your acceptance of the updated Terms.
Data Practices
By using Upside.coop, you consent to the collection, use, and sharing of your data in accordance with our Privacy Policy. We collect and use your data to provide and improve the platform's services, personalize user experiences, communicate with users, maintain security, and generate analytics and insights. We may also share your data with participating businesses and third-party service providers, but only as needed to provide the services and manage the platform. We will not sell or rent your data to third parties. We implement reasonable security measures to protect your data, including encryption, access controls, and secure storage. pieFi, Inc. is committed to complying with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
Please review our Privacy Policy for more information on our data practices, including the types of data we collect, how we use and share your data, your rights regarding your data, and how to contact us if you have any concerns about your data privacy.
User Rights and Responsibilities
As a user of Upside.coop, you have certain rights and responsibilities. You have the right to access, correct, delete, and restrict the processing of your data, as well as the right to data portability. You can exercise these rights by contacting us using the appropriate email addresses provided in the Privacy Policy.
In addition, you are responsible for providing accurate and up-to-date information when creating your account, and for maintaining the confidentiality of your account credentials. You agree to use the platform in accordance with all applicable laws and regulations and to comply with our Terms of Service and Privacy Policy. You also agree not to engage in any activity that could interfere with, disrupt, or damage the platform, or that could harm other users or participating businesses.
Please review our Terms of Service and Privacy Policy for more information on your rights and responsibilities as a user of Upside.coop.
You agree not to use Upside.coop in any way that is unlawful, harmful, harassing, defamatory, or otherwise inappropriate. You also agree not to attempt to gain unauthorized access to the platform, disrupt the platform's functionality, or interfere with any other user's use and enjoyment of the platform. You are responsible for all activities that occur under your account, whether or not you authorized the activity.
Account Registration and Management
Eligibility:
By creating an account with Upside.coop, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement. Furthermore, by creating an account and agreeing to these terms, the user also agrees to abide by the terms of the Membership Agreement. The platform is available to users within the United States and other non-sanctioned, permitted nations and locations, excluding residents of sanctioned countries.
Account Types:
Upside.coop offers two types of accounts: Admin Users and General Users (community members). Admin Users are representatives of participating companies responsible for managing their communities, defining activities and rewards, and analyzing performance data. General Users have access to their personal profile information, including accumulated points and rewards linked to their activities.Account Registration:To create an account, users must provide their email address, full name, username, mailing address, and a brief personal biography or other relevant information. Users may also connect their social media accounts and customize their profiles as desired.
Account Security:
You are responsible for safeguarding your account login information and are fully accountable for all activities conducted under your account. You agree to immediately notify pieFi, Inc. of any unauthorized use, suspected unauthorized use, or any other security breach related to your account.
Content and Conduct
User Responsibilities:
As a user, you are solely responsible for your conduct while using the platform and for any content you upload, post, or otherwise make available. You agree to comply with all applicable laws and regulations, and to refrain from engaging in any behavior that could harm the platform, its users, or pieFi Inc.'s reputation.
Prohibited Content and Conduct:
You agree not to upload, post, or otherwise make available any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of privacy, hateful, discriminatory, or otherwise objectionable. Additionally, you agree not to impersonate others, misrepresent your affiliation, or engage in fraudulent or deceptive practices on the platform.
Content Ownership and License Grant:
You retain ownership of the content you submit to Upside.coop. However, by submitting content, you grant pieFi, Inc., a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform your content in connection with the platform and pieFi Inc.'s business purposes.
Monitoring and Enforcement:
pieFi, Inc. retains the right, but is not obligated, to monitor and enforce compliance with the content and conduct rules outlined in these Terms. We may, at our sole discretion, remove or modify any content that we believe violates these Terms or is otherwise inappropriate for the platform.
Third-Party Services and Integrations:
Third-Party Service Providers:
pieFi, Inc. may engage third-party service providers to support the functionality and services of our platform. By using Upside.coop, you acknowledge and agree that these third-party providers may access your information as necessary to deliver their services.
Social Media Integration:
Users have the option to connect their social media accounts with Upside.coop. We may collect posts and other activity data from third-party social media sites to track and reward activity on our platform. Please note that pieFi, Inc. does not store credentials for these third-party services.
Third-Party Links:
The Upside.coop platform may contain links to third-party websites or materials that are beyond our control. We are not responsible for the content, policies, or practices of such websites. We encourage you to review the terms and privacy policies of any third-party websites before using their services.
Intellectual Property Rights
pieFi, Inc.'s Intellectual Property:The Upside.coop platform, along with its content, features, and functionality, including information, software, text, displays, images, video, audio, design, and the selection and arrangement of these elements, are the property of pieFi, Inc., its licensors, or other content providers. They are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Your rights to use such content, features, and functionality are limited to those expressly stated in these Terms of Service.
Trademarks:
The Upside.coop name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of pieFi, Inc. or its affiliates or licensors. You may not use such marks without prior written permission from pieFi, Inc.. All other names, logos, product and service names, designs, and slogans on the platform are trademarks of their respective owners.
Copyright Infringement:
If you believe any content on the platform infringes upon your copyright, please submit a written notice to our Copyright Agent at copyright@upside.coop, containing the following information:
A) physical or electronic signature of the copyright owner or their authorized representative;
B) Identification of the copyrighted work you claim has been infringed;
C) Identification of the infringing material and information sufficient to locate it;
D) Your contact details, such as address, telephone number, and email address;
E) A statement of your good faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law;
F) A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
User-Generated Content:
By submitting, posting, or otherwise making content available on the platform, you warrant that you have the right to use and share such content and that it does not infringe on any copyright, trademark, trade secret, or other intellectual property rights of any third party. You retain ownership of any content you submit to the platform and grant pieFi, Inc. a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your content in connection with the platform and pieFi, Inc.'s business.
Termination
Termination by You:
You may terminate your account and discontinue using the platform at any time by contacting us at info@upside.coop. Upon receiving your termination request, we will deactivate your account and remove your personal information from our active databases. Please be aware that we may retain specific information as required by law or for legitimate business purposes. Please note that the termination of your account on the Upside.coop platform may likewise constitute a termination of your membership in the Upside Cooperative LCA, subject to the terms and conditions of the membership agreement.
Termination by pieFi, Inc.:
pieFi, Inc. reserves the right to suspend, terminate, or restrict your access to the platform or your account without notice or liability for any reason or no reason at all. This includes, but is not limited to, situations where we believe you have violated or acted inconsistently with these Terms of Service or any applicable laws or regulations. We may also, at our sole discretion, discontinue or modify the platform or any part thereof, with or without notice. Please note that the termination of your account on the Upside.coop platform may likewise constitute a termination of your membership in the Upside Cooperative LCA, subject to the terms and conditions of the membership agreement.
Effect of Termination:
Upon termination, all rights granted to you under these Terms of Service will cease immediately, and you must discontinue all use of the platform. Termination will not affect any rights or obligations that accrued before the effective date of termination, including payment obligations and your liability for any breach of these Terms of Service. Please note that the termination of your account on the Upside.coop platform may likewise constitute a termination of your membership in the Upside Cooperative LCA, subject to the terms and conditions of the membership agreement.
Survival:
Any provisions of these Terms of Service that, by their nature, should survive termination will do so. This includes, but is not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Survival of membership in the Upside Cooperative LCA is dictated by the Membership Agreement and Cooperative By-Laws.
Disclaimers and Limitations of Liability
Disclaimer of Warranties:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PIEFI, INC. PROVIDES THE PLATFORM AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PIEFI, INC. AND ITS AFFILIATES DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK.
Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIEFI, INC., ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES. THIS APPLIES WHETHER THE DAMAGES ARE CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Maximum Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PIEFI, INC.'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE PLATFORM, OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PIEFI, INC. DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions:
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for specific damages. As a result, some of the above disclaimers and limitations of liability may not apply to you. To the extent that pieFi, Inc. cannot, under applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of pieFi, Inc.'s liability will be the minimum permitted under such applicable law.
Indemnification
You agree to defend, indemnify, and hold harmless pieFi, Inc., its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
A) Your breach of these Terms of Service;
B) Your use of the platform or services, including, but not limited to, your participation in any activities, rewards, or redemption of points;
C) Any content or materials you submit or otherwise contribute to the platform or services;
D) Your violation of any applicable laws, rules, or regulations;
E) Your infringement, violation, or misappropriation of any third-party rights, including, without limitation, any intellectual property rights or privacy rights; or
F) Any disputes or issues between you and any other user or participating business.
pieFi, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with pieFi, Inc. in asserting any available defenses.
Governing Law and Dispute Resolution
Governing Law:
These Terms of Service and any disputes arising out of or related to the platform or services shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.
Dispute Resolution:
You agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the platform or services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time the arbitration is initiated. The arbitration shall take place in the State of Utah, in the United States of America. The decision of the arbitrator(s) shall be final and binding on both parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Waiver of Class Action Rights:
You agree to waive any right to participate as a plaintiff or class member in a class action or consolidated action against pieFi, Inc., its affiliates, or their respective officers, directors, employees, agents, licensors, and service providers. You further agree not to participate in any such class action or consolidated action brought by any third party.
Changes to the Terms of Service
pieFi, Inc. reserves the right to modify, amend, or replace these Terms of Service at any time and at its sole discretion. We will provide notice of any material changes by posting the updated Terms of Service on the platform or by sending an email to the address associated with your account. It is your responsibility to regularly review these Terms of Service to stay informed of any updates. Your continued use of the platform or services following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.
Miscellaneous
Entire Agreement:
These Terms of Service, the Upside Cooperative LCA Membership Agreement, and our Privacy Policy, as well as any other legal notices published by pieFi, Inc. or its affiliates on the platform, constitute the entire agreement between you and pieFi, Inc., with respect to the platform and services, superseding all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the platform or services.
No Waiver:
pieFi, Inc.’s failure to enforce any right or provision of these Terms of Service will not be considered a waiver of those rights. If any provision of these Terms of Service is held to be invalid or unenforceable by a court, the remaining provisions of these Terms of Service will remain in effect.
Assignment:
You may not assign or transfer your rights or obligations under these Terms of Service, by operation of law or otherwise, without pieFi, Inc.'s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms of Service without such consent will be null and void. pieFi, Inc. may freely assign or transfer its rights and obligations under these Terms of Service without restriction.
Severability:
If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, 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.
Force Majeure:
pieFi, Inc. shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.