Hupside Terms of Service

Welcome, and thank you for your interest in Hupside Corporation (“Hupside,” “we,” or “us”) and our website at www. https://www.hupside.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Hupside regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING HUPSIDE’S [PRIVACY POLICY] (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to These Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND HUPSIDE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY HUPSIDE AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF HUPSIDE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE TRANSACTIONAL AND MARKETING TEXTS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

Arbitration NOTICE. Except for certain kinds of disputes described in Section 17 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND HUPSIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Hupside Service Overview. Hupside provides various technology products designed to measure and assess originality.  

2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.  

3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. [Hupside may collect certain optional demographic information n.]  You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@hupside.com.

4. General Payment Terms. CertainAccess to certain features of the Service may, in the future, require you to pay fees. Hupside reserves the right to change the fees for the Service at any time, if Hupside gives you advance notice of changes before they apply. Before you pay any fees, Hupside will provide you notice, pursuant to these Terms, and you will have an opportunity be subject to fees. Prior to payment, you will be presented with the fees and have the option to review and accept the fees that you will be chargedthem. Unless explicitly stated otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

1. Price. Hupside reserves the right to determine the pricing for the Service. Hupside will make reasonable efforts to maintain current pricing information on the Service. We encourage you to periodically check our pricing page for the latest details. Hupside may change the fees for any Service feature, including adding fees or charges, provided Hupside gives you advance notice before the changes take effect. Hupside, at its sole discretion, may offer promotional deals with varying features and pricing to any of its customers. Unless specifically offered to you, these promotional deals will not apply to your Service or these Terms.

2. Authorization. You authorize Hupside to charge all amounts for your orders and selected Service levels, as outlined in these Terms or published by Hupside on Hupside’s [pricing page], including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Hupside may seek pre-authorization of your credit card account before your purchase. This verifies that the credit card is valid and has sufficient funds or credit available to cover the purchase.  

3. Subscription Service. The Service may include subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date you purchase your initial subscription to the Service. The Subscription Service begins on the Subscription Billing Date and continues for the subscription period you select in your account (the “Initial Subscription Period”). It will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each renewal period, collectively, a “Subscription Period”), unless you cancel the Subscription Service or we terminate it. By activating a Subscription Service, you authorize Hupside or its Payment Processors (defined below) to periodically charge, on a recurring basis until cancellation, all accrued amounts on or before the payment due date. For information on the “Subscription Fee,” please see our latest pricing information available on Hupside’s [pricing page]. Your account will be automatically charged on the Subscription Billing Date and subsequently on each Subscription Period renewal date for all applicable fees and taxes. Hupside or its Payment Processor will bill the periodic Subscription Fee to the payment method associated with your account or otherwise provided to us. You may  cancel your Subscription Service by selecting “Cancel Subscription” in your account management page or by contacting us at support@hupside.com.

To avoid being charged for the next Subscription Period, you must cancel your Subscription Service at least Three business days before it renews. UPON CANCELLATION, YOU ARE STILL REQUIRED TO PAY ANY OUTSTANDING SUBSCRIPTION FEES AND OTHER CHARGES ACCUMULATED UP TO THE DATE OF YOUR CANCELLATION.

4. Payment Processing. We utilize a third-party payment processor (“Payment Processor”) to facilitate transactions conducted through the Service. By using the Service and making payments, you agree to be bound by the terms of service and privacy policies of the applicable Payment Processor. You acknowledge and understand that the Payment Processor may collect and process certain information from you, including but not limited to your payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. We are not responsible for any security breaches or unauthorized access to your information that may occur on the Payment Processor’s systems. If we utilize a Payment Processor to facilitate transactions, you agree to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, we shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Hupside may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. You understand that the Payment Processor may modify its services and terms of service at any time. We are not responsible for any changes made by the Payment Processor that may affect your use of the Service. We reserve the right to change our Payment Processor at any time.  

5. Delinquent Accounts. Hupside reserves the right to suspend or terminate access to the Service, including fee-based features, for any account with unpaid amounts. In addition to the outstanding Service fees, delinquent accounts will incur charges incidental to any chargeback or collection efforts, including collection fees. If your payment method becomes invalid when a renewal Subscription Fee is due, Hupside reserves the right to delete your account and all associated information without any liability to you.  

5. Licenses

1. Limited License. Subject to your complete and ongoing compliance with these Terms, Hupside grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.  

2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Hupside an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

6. Ownership; Proprietary Rights. The Service is owned and operated by Hupside. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Hupside (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Hupside or its third-party licensors. Except as expressly authorized by Hupside, you may not make use of the Materials. There are no implied licenses in these Terms and Hupside reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

1. Third-Party Services and Linked Websites. Hupside may provide tools through the Service that enable you to export information to third-party services. By using one of these tools, you hereby authorize Hupside to transfer that information to the applicable third-party service. Third-party services are not under Hupside’s control, and, to the fullest extent permitted by law, Hupside is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Hupside’s control, and Hupside is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, Hupside will have no control over the information that has been shared.  

2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. Submitted Data

1. Submitted Data Generally. Certain features of the Service may permit users to submit, upload, or otherwise transmit (“Submit”) content to the Service, including messages, data, text, and any other works of authorship, other works, or other information (“Submitted Data”). You retain any copyright and other proprietary rights that you may hold in the Submitted Data that you Submit to the Service, subject to the licenses granted in these Terms.

2. Limited License Grant to Hupside. By Submitting Submitted Data to or via the Service, you grant Hupside a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and otherwise exploit your Submitted Data, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed for purposes of building, training, improving, or providing our current and future products and services (including, without limitation, any that leverage or include artificial intelligence technologies or capabilities, such as and machine learning models). You agree to pay all monies owing to any person or entity (if any) resulting from Submitting your Submitted Data and from Hupside’s exercise of the license set forth in this Section.

3. You Must Have Rights to the Content You Submit; Submitted Data Representations and Warranties. You must not Submit Submitted Data if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Submitted Data. Hupside disclaims any and all liability in connection with Submitted Data. You are solely responsible for your Submitted Data and the consequences of providing Submitted Data via the Service. By providing Submitted Data via the Service, you affirm, represent, and warrant to us that:

1. you are the creator and owner of the Submitted Data, or have the necessary licenses, rights, consents, and permissions to authorize Hupside to Process your Submitted Data as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Hupside, the Service, and these Terms;

2. your Submitted Data, and the Submission or other use of your Submitted Data as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Hupside to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

3. your Submitted Data could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

4. Submitted Data Disclaimer. We are under no obligation to edit or control Submitted Data that you or other users Submit and will not be in any way responsible or liable for Submitted Data. Hupside may, however, at any time and without prior notice, screen, remove, edit, or block any Submitted Data that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Hupside with respect to Submitted Data. For clarity, Hupside does not permit infringing activities on or via the Service.

5. Monitoring Content. Hupside does not control and does not have any obligation to monitor: (a) Submitted Data; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Hupside reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Hupside chooses to monitor the content, then Hupside still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our [Privacy Policy] (defined below). Hupside may block, filter, mute, remove or disable access to any Submitted Data uploaded to or transmitted through the Service without any liability to the user who Submitted such Submitted Data to the Service or to any other users of the Service.

9. Communications

1. Text Messaging You agree that Hupside and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF TEXT MESSAGES FROM HUPSIDE, YOU CAN EMAIL SUPPORT@hupside.com OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM HUPSIDE, YOU CAN EMAIL SUPPORT@HUPSIDE.COM OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

3. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

3. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Hupside;

4. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing, or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by:(a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or

8. attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct).

11. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 11 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.  

12. AI Features

1. Generally. Certain portions of the Service may be powered by artificial intelligence (“AI Features”), which may generate and return an output to you (“AI Output”). You acknowledge that AI Outputs provided to you may be similar or identical to AI Outputs independently provided by Hupside to other users.

2. Infringement by Outputs. Due to the nature of the AI Features, Hupside does not represent or warrant that (a) any AI Output does not incorporate or reflect third-party content or materials or (b) any AI Output will not infringe third-party intellectual property rights.

3. Disclaimer. AI Outputs are generated through machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Hupside. You should independently review and verify all AI Outputs as to appropriateness for any or all of your use cases or applications.

13. Term, Termination, and Modification of the Service

1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2 (Termination).

2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Hupside may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@hupside.com.

3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Hupside any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 12 (AI Features), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by Hupside), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

4. Modification of the Service. Hupside reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Hupside will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.  

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Hupside, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Hupside Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. Disclaimers; No Warranties by Hupside

1. THE Service is not intended to be used as a substantial factor in making employment-related decisions, but instead as an additional data point alongside application materials, interviews, existing work product, and human interaction, all of which can help facilitate human-led analysis by you. the Service was designed to measure originality on an objective basis, there is still a potential for biased results.

2. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HUPSIDE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HUPSIDE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HUPSIDE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR HUPSIDE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE HUPSIDE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 (Disclaimers; No Warranties by Hupside) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Hupside does not disclaim any warranty or other right that Hupside is prohibited from disclaiming under applicable law.

16. Limitation of Liability

1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HUPSIDE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HUPSIDE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

2. EXCEPT AS PROVIDED IN SECTIONS 17.5 (Commencing Arbitration) AND 17.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HUPSIDE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO HUPSIDE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Dispute Resolution and Arbitration

1. Generally. Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and Hupside agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HUPSIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Hupside Corporation, Attention: Legal Department – Arbitration Opt-Out, 7950 Jones Branch Drive, Suite 800, Mclean VA 22101that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Hupside receives your Opt-Out Notice, this Section 17 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Hupside.

5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Hupside’s address for Notice is: Hupside Corporation, 7950 Jones Branch Drive, Suite 800, Mclean VA 22101The Notice of Arbitration must:(a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Hupside may commence an arbitration proceeding. The payment of all fees will be governed by the AAA Rules.

6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Hupside must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.  

7. Arbitration Relief. Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Hupside before an arbitrator was selected, Hupside will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

8. No Class Actions. YOU AND HUPSIDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  

9. Modifications to this Arbitration Provision. If Hupside makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Hupside’s address for Notice of Arbitration, in which case your account with Hupside will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

10. Enforceability. If Section 17.8 (No Class Actions) or the entirety of this Section 17 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Hupside receives an Opt-Out Notice from you, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.

18. Miscellaneous

1. General Terms. These Terms, including the [Privacy Policy] and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Hupside regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

2. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Hupside submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New Castle County, Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Virginia, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

3. Privacy Policy. Please read the Hupside [Privacy Policy] (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Hupside [Privacy Policy] is incorporated by this reference into, and made a part of, these Terms.

4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our [Privacy Policy]. Please read our [Privacy Policy] to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

6. Contact Information. The Service is offered by Hupside Corporation, located at 7950 Jones Branch Drive, Suite 800, Mclean VA 22101. You may contact us by sending correspondence to that address or by emailing us at contact@hupside.com.

7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

9. International Use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

19. Notice Regarding Apple. This Section 19 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Hupside only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Last Updated: 8/14/2025