Welcome to Upright’s technology platform. We are a technology platform that permits Accredited Investors (as defined below) to invest in securities relating to real estate development investments (the “Service”).
In addition to this Agreement, you may enter into other agreements with us or others that will govern your use of the service offered by us or others. If there is any contradiction between this Agreement and another agreement you enter into with regards to specific aspects of this Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. Therefore, this Agreement does not alter in any way the terms or conditions of any other agreements between you and Upright, or its subsidiaries and affiliates.
Please read this agreement carefully before you access or use the site or service. by accessing, browsing, registering, and/or otherwise using the site or service, you acknowledge that you have read, understood, and agree to be bound by this agreement. if you do not wish to be bound by this agreement, then please do not access, browse, register and/or otherwise use the site or service.
The Service and any securities offered through the Site have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), due to their exemption as a private placement. Securities sold through private placements are restricted and not publicly traded. Neither the U.S. Securities and Exchange Commission, nor any state securities commission or other regulatory authority has approved or endorsed the merits of any offering on this Site.
Upright, in its sole discretion, may refuse to offer its Service to any person or entity for any reason or no reason and it may also change its eligibility criteria at any time, in compliance with applicable laws and regulations with or without any notice to you. We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement without any liability or obligation to you, with or without notice. We may post or display notices of material changes on the Site. Once we post them on the Site, these changes become effective immediately and if you use the Site after they become effective, then it will signify your agreement to be bound by the changes. You acknowledge and agree that it is your responsibility to review the Site and the terms and conditions in this Agreement periodically and to be aware of any modifications or revisions. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.
While many parts of the Site are open to everyone, the Service is available only to individuals who: (i) are 18-years-old or older or who have reached the legal age of majority in their respective jurisdiction; (ii) are Accredited Investors (as defined below); (iii) own a computer with Internet access or a mobile device with Internet connectivity, and (iv) complete a registration form online at the Site or through their mobile device and receive a valid User ID and password. The Service is not open to individuals who are not 18 years of age or older or have not reached the legal age in their respective jurisdiction or non-Accredited Investors. Furthermore, the Service is available only to professionals that understand economic, financial, and investment risk, and are ultimately willing to bear the consequences of that risk. The value of investments and the income from them can both rise and fall. Past performance is not a guarantee of future performance. Investment offerings on the Site will target real estate investments that vary in size, scope, term, and return profiles, and therefore each individual potential investment may contain different degrees of risk. By using our Service, you understand and acknowledge that all of the investments offered are inherently risky, and that you are comfortable with the possibility of losing your entire investment.
The portion of our Site that relates to viewing actual investment opportunities or making investments in such securities offered therein are available only to certain qualified, registered and authorized users. Specifically, investments offered through the Site are available only to “accredited investors,” as that term is defined in Rule 501 of Regulation D of the Securities Act. “Accredited Investor” means an individual: (a) with a net worth of more than one million U.S. dollars ($1,000,000.00) (excluding his/her primary residence), or (b) with a gross income for each of the last two years of at least two hundred thousand U.S. dollars ($200,000.00) or (c) with a combined three hundred thousand U.S. dollars ($300,000.00) with his/her spouse with the expectation of a similarly qualifying income during the current year. In some cases, we may require you to provide supporting documents as proof that you are an Accredited Investor.
If you fail to provide any information and documentation requested by us to confirm your status as an Accredited Investor or if you provide any deceptive or misleading information when registering for the Service, we have the option, in our sole discretion, to immediately discontinue your use of the Service. Should you cease to be an Accredited Investor at any time, you agree to immediately notify us and to refrain from accessing such restricted portions of the Site.
None of the information contained in the publicly-available portions of the Site constitutes a recommendation, investment advice, or a solicitation to buy or sell securities. Upright is not a registered broker-dealer, funding portal, or investment advisor under U.S. securities laws and does not conduct any activity that would require registration as such.
The information contained on the Site has been prepared by us without reference to any particular user’s investment requirements or financial situation, and does not constitute financial, legal, or tax advice. We do not guarantee the performance of any offerings made through its Site. Any and all projections, estimates, and expectations for investments offered through the Site are merely opinions, which should not be relied upon for any purpose whatsoever. You are solely responsible for conducting your own legal, accounting or due diligence review of the offerings, and we strongly encourage you to consult with professional tax, legal and financial advisors before making any investment. Investment products are not FDIC-insured. They may lose value, and there is no bank guarantee.
You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. We are not responsible in any way for any transactions you enter into with other users. As such, you understand and agree that Upright and its affiliates, officers, directors, partners, stockholders agents or employees will not be liable for any loss or damages incurred as a result of any interactions between you and other users, including but not limited to, investment loss.
If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information that you provide to us to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to us. Because access to the restricted portions of the Site is limited by applicable law to Accredited Investors, you agree that you will not allow anyone else to access such restricted portions of the Site, or share or disclose any information obtained through the restricted portions of the Site with anyone else, regardless of whether you believe such person or entity is also an Accredited Investor.
You agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on such notice. We reserve the right, at our sole discretion, to suspend or cancel your username and password, even without receiving such notice from you, if we suspect that you are using the Site for any purpose or in any manner that is unauthorized, fraudulent, or otherwise unlawful.
Upright may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Although the Site may be accessible worldwide, we make no representation that the Content (as defined below) thereon or the Services are lawful, appropriate or available for use in locations outside the United States of America, and accessing them from territories where such Content or Services is illegal is prohibited. Those who choose to access the Site from locations outside the United States of America do so on their own initiative and are responsible for compliance with all local laws. The Service is void where prohibited or restricted by law.
Unauthorized use of the Site, including but not limited to, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws, rules, or regulations, and that you will only use the Site for purposes that are legal, proper and in accordance with this Agreement.
By using the Site or the Services, you understand and agree that you may not directly contact real estate developers with which Upright coordinates to create investment opportunities. Similarly, you understand and agree that you may not attempt to enter into any transactions with such persons or entities outside of the Service. You further acknowledge and agree that from your registration date through and until two years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any real estate developer or other third party identified through the Site, without the prior, express, written permission of Upright. This provision shall survive any termination of this Agreement.
Copyright © 2014 Upright, Inc – All Rights Reserved.
The Site, including all content, media and materials, all software, code, text, images, media files, artwork, graphic materials, articles, computer graphics and visual effects, as well as any accompanying documentation or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and “look and feel” and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced (all of the foregoing, individually and/or collectively, is referred to herein as “Content”) are the property of Upright and/or its affiliates, and their authorized licensors, suppliers, service providers and/or sponsors. All Content on the Site is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. As such, you should assume that all Content contained in the Site are either our copyrighted property or the copyrighted property of third parties.
No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means — in whole or in part — without our prior written permission, except that, if you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print one copy of any portion of the Site solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. Except as explicitly permitted in this Agreement or unless you have received express, prior written permission from Upright, you do not have any right to use Content for any commercial use or to receive any monetary or other compensation in connection with Content. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any assignment or license to use our intellectual property rights in Content, whether by estoppel, implication or otherwise. The express license above is revocable by us at any time without notice or cause.
The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively “Marks”) on or in the Site, including, without limitation, “Upright” are our intellectual property. You have no right to use any of these Marks or any confusingly similar marks for any purpose without the express, prior written consent of Upright.
You acknowledge and agree that Upright is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of such Third Party Content. We do not endorse any Third Party Content or any statement, opinion, suggestion or advice contained therein, and we expressly disclaim any and all liability in connection therewith. You may be exposed to Third Party Content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you may have against Upright with respect thereto.
The Site may allow you to correspond or otherwise interact with other users who may provide you with investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. You acknowledge that such users are not affiliated with or controlled by us, and that we cannot influence the investments, information, advice or services provided by other users. If you provide any information, advice or services to other users through the Site, you understand and acknowledge that you are not affiliated or associated with, controlled by, or influenced in any way by us. You also agree that Upright is not and will not be responsible or liable for any loss or damage of any sort incurred as a result of any interactions between you and other users.
You may not republish any of the information contained in the private or password-protected sections of the Site into any public forum or Website (including the public sections of Upright). You acknowledge that such information is valuable to the Upright, and therefore, you agree to hold it in strict confidence, without disclosing it to third parties (other than your personal representatives or advisors who need this information in order to provide you with legal, financial, or tax advice). You agree that you will use and reproduce such information for no purpose other than for evaluating the investment opportunities listed on the Site.
Additionally, to the extent you receive information from Upright or other investors with respect to any investment activity on the Site, you agree not to further disclose or otherwise provide such information to another person in any way that allows a personal identification of such investor.
Notwithstanding the above, you may disclose information posted on the Site, without violating the foregoing obligations, to the extent such disclosure is required by a valid court or governmental order, provided that you notify us prior to such disclosure so that we can, at our expense, obtain a protective order to prevent or limit the disclosure.
We respect the intellectual property of others, and we ask you to do the same. Accordingly, we have adopted the following Copyright Compliance Policy. If you or any user of the Site believes its copyrights have been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
Identification of the copyrghts claimed to have been infringed;
Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrights that is to be removed and information reasonably sufficient to permit us to locate such materials;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of the exclusive copyright that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.
Designated Agent for Claimed Infringement:Matthew Rodak
On notice, we will act expeditiously to review and if necessary to remove Content on the Site that infringes the copyrights of others and will disable the access to the Site and its Services of anyone who uses them to infringe repeatedly the copyrights of others. Any such removal will be without liability to you or any other party and the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. We take protection of copyrights, both our own and others, very seriously.
Upright has no special relationship with, or fiduciary duty to, you. You acknowledge and agree that we have no control over, and no duty to take any action regarding: (i) which users gain access to the Site; (ii) what Content you access while on the Site; (iii) what effects the Content may have on you; (iv) how you may interpret or use the Content; or (v) what actions you may take as a result of having been exposed to the Content.
Upright makes no representations concerning the Service or any Content contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. We neither represent, warrant, guarantee, nor promise any specific results from use of the Site or the Service.
All services are provided “as is” and “as available.” to the fullest extent permitted by law, Upright, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the site and service and your use thereof, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, compliance with united states federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations as well as equivalent laws or regulations in foreign jurisdictions, correctness, accuracy, and relabiility.
Upright assumes no liability or responsibility for any of the following:
Verification of investor eligibility except for reviewing information directly submitted to Upright;
Errors, mistakes, or inaccuracies of content on the site;
Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our service;
Any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;
Any interruption or cessation of transmission to or from our service;
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the service;
Products or services advertised or offered by a third party through the service or any hyperlinked services
Electronic Communication Privacy Act Notice (18 USC 2701-2711): Upright makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Upright will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Upright's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.
In no event shall Upright or its directors, stockholders, officers, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the site (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising); (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination); or (iii) for any direct damages. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
You agree to defend, indemnify, and hold Upright — and its subsidiaries, affiliates, officers, directors, agents, and employees — harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of this Agreement or your infringement (or that of any third party using your account) of any intellectual property or the rights of any other person or entity.
This Agreement is the entire agreement between you and Upright with respect to the Service and Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Upright. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, so that the Agreement will otherwise remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.