Terms of Service

Last Updated: January 7, 2022

By accessing and using the Upwardli Services (defined below), you are agreeing to these Terms of Service, our Privacy Policy, and any applicable Additional Terms (as defined below) (collectively, these are referred to as the “Agreement”). It is important to read our entire Agreement carefully as these provisions affect your legal rights, including an agreement to resolve any disputes through binding arbitration that includes a class action waiver, as well as important disclaimers, warranties and limitations on liability.

1. Our Services

As used in this Agreement, “Services” mean all products and services owned and operated by Upward Financial Inc. (collectively, “Upwardli,” “we,” or “us”), including the content, features, tools, data, software and functions made available through www.upwardli.com, the Upwardli mobile applications, and other websites or applications that we operate, unless those websites or applications have posted separate or additional terms of service.

The Services may include, but are not limited to, financial education information; credit report and score monitoring; platforms that enable our users to identify and apply to U.S.-based financial services; community forums regarding financial services, financial product and service reviews, and software that enables Upwardli users to apply to or pre-qualify for certain financial services and product offerings.

2. Registration Requirements

(a) General Requirements.

To use the Services you must: (i) be at least eighteen (18) years old and be able to form legally binding contracts under applicable law; (ii) have not previously been suspended or removed from the Services; and (iii) register for and use the Services in compliance with any and all applicable laws and regulations.

(b) Account Registration.

To access certain of our Services, you may be required to register for an account. When you register for an account, we may ask you to provide certain identifying information about yourself, including but not limited to your email address, personal information, and to create a unique user name and password (“Account Information”).

When registering for and maintaining an account, you agree to provide true, accurate, current, and complete information about yourself. You may be requested to update or confirm your Account Information from time to time. You also agree not to impersonate anyone, use false information, or otherwise conceal or misconstrued your identity from Upwardli for any purpose. You may not use the Service on behalf of any other person.

(c) Multiple Accounts.

You may only have one active account and your use of the account is for your personal use only. If we determine, at our sole discretion, that you are using or attempting to use multiple accounts we reserve the right to merge or terminate one or more of your accounts, limit your use of the Service, or refuse your continued use of the Service. You may not sell, transfer, or assign your account to anyone else.

(d) Account Security

You are solely responsible for maintaining the confidentiality and security of your Account Information. You must keep your password confidential and may not share it. You may not allow anyone else to log into our Services as if they were you. You are responsible for all activities that occur under your member account. If you have reason to believe that your account is no longer secure or has been compromised, immediately notify [email protected].

(e) Account Consents

By registering an account, you consent to let us request and receive your consumer report data and other data about you from third parties and to include such information in your Account Information as follows:

“I understand that I am providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law for Upwardli or its affiliated companies to periodically request and receive copies of consumer reports, scores and other information about me from third parties, including, but not limited to, TransUnion, Experian and Equifax. I agree that such information and my Account Information will be used up Upwardli to make recommendations regarding financial education, financial products and services that may be of interest to me. I understand that my instructions enable Upwardli obtain such information at any time for as long as I have an active Upwardli account.”

(f) Verifying Account Information

You authorize us to make any inquiries, to you or to third parties, which are necessary to validate the Account Information that you provide to us. This may include asking you for additional information, requiring you to take steps to confirm ownership of your email address, verifying your information against third party databases, or through other sources.

3. Payments

(a) Charges. Certain Services may include a service fee ("Service Fee"). Payment in US dollars is due at the time the transaction or subscription is submitted for processing.

(b) Payment. In order for us to process your Service Fee you authorize us to charge any of the payment instruments included in your payment profile ("Payment Instrument" includes any credit card, debit card, or bank account). If your payment fails you authorize us to re-try one or more times using the same Payment Instrument. You warrant that you are an authorized and lawful user of the Payment Instrument(s).

(c) Other Charges. Upwardli is not responsible for fees that may be imposed by your financial institutions associated with your Payment Instruments. Upwardli is not responsible for any NSF fees, chargeback fees, or other, similar charges that might be imposed on you by your bank, credit card issuer, or other provider for Service Fees incurred by you during your use of the Services.

4. Service Limitations

(a) Information, Analysis and Estimates

We use your Account Information, including your credit report and credit score, and other information we obtain to provide certain financial education information, financial products, service providers or features to you.

Any information, analysis and estimates we provide as part of our Services are for illustrative, educational and informational purposes only. You agree that you are responsible for your own financial research and financial decisions, and Upwardli is not responsible or liable for any decisions or actions you take or authorize third parties to take on your behalf based on information made available via the Services.

The information, analysis and estimates provided to you as a part of the Service are based on certain assumptions and use only the data we have and our own internal methodology. The methodology we use to determine which services, offers, analysis or other information are provided to you via the Service are based on our internal analysis and ranking methodologies and we may elect to consider or ignore certain factors in our sole and absolute discretion.

We do not guarantee that the information we provide to you as part of our Services, including product or service reviews, credit report or credit score information, is the same information or uses the same criteria that may be used or reviewed by a third party to assess your eligibility for any particular product or service.

(b) Third Party Offers

We do not guarantee that you will be presented with offers for any particular types of products or services, that all available products of services shall be available to you via the Service, or that you will meet the approval criteria for any particular service or offer. It is your choice whether to apply for any product or service offered by our partners and applications for a product or service to a partner on your behalf will only be sent with your consent.

The Services may contain links or references to third party websites and services, including financial service companies and their product offerings. Upwardli provides such links as a convenience, and does not control or endorse these third party websites and services. Upwardli has not reviewed the content, advertising, products, services, or other materials that appear on such third party websites or services, and bears no responsibility for the legality, accuracy, or appropriateness of any content contained on third party sites. Upwardli shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of any such third party websites or services.

(d) Not a Legal or Professional Advisor

Upwardli is not a licensed financial service provider, credit repair organization, credit counselor, or financial or legal advisor as may be defined under federal or state law. Use of our Services is not a replacement for personal, professional advice or assistance regarding your personal finances.

(e) Territorial Restriction

Upwardli is not licensed to provide the Service outside of the United States of America. We make no representations or warranties that the information, products, or services provided through our Services are appropriate for access or in jurisdictions outside the United States of America. You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Services to any person or geographic area at any time and in our sole and absolute discretion.

5. Community & Community Content

(a) Community Rules

We encourage you to use our Services to interact with other Upwardli members. We may provide you and others with the opportunity on our Services through forums, blogs, service review pages, and similar features (“Communities”). Communities may be used to submit, post, and publish certain content and materials, including messages, reviews, photos, video, images, data, and text (“Community Content”).

(b) Limitations on Community Content

You acknowledge that Community Content are the contributions of Upwardli users, whose opinions are their own. Upwardli does not endorse or guarantee the accuracy, integrity or reliability of Community Content. Your acknowledge that your use of Community Content is at your own risk.

Upwardli may, but is not obligated to, monitor, alter, or remove Community Content for any reason, without notice and in our sole and absolute discretion. We disclaim all liability for Community Content and you hereby waive any legal or equitable right or remedy you have against us with respect to Community Content.

By submitting, posting, or publishing your Community Content on or through our Services, you grant to Upwardli a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, translate, transmit and distribute any content, information or material you submit or post to the Forum, in any medium now in existence or hereafter developed, for any purpose, including commercial uses. This license includes the right to use your name, persona, username, and likeness without compensating you. This license also includes the right to publish your Community Content in a searchable format that may be accessed by other users of our Services. You also grant to other users of our Services a non-exclusive license to access and use your Community Content in connection with our Services.

(d) Responsibility for Community Content

You are solely responsible for the Community Content that you submit via our Services. By submitting Community Content, you represent and warrant that (a) you are the creator and owner of the Community Content, or have the necessary rights to to authorize us and other users to use your Community Content.

6. Intellectual Property

(a) Ownership.

You acknowledge that the Service, including the content of this website, text, graphics, logos, and images, as well as all other Upwardli copyrights, trademarks, logos, and product and service names are owned exclusively by Upwardli Inc. (the "Intellectual Property").

(b) No infringement.

You agree not to display, use, copy, or modify the Intellectual Property in any manner. You are authorized solely to view and retain a copy of the pages of this website for your own personal, non-commercial use. You further agree not to: (i) use any robot, spider, scraper or other automated device to access the Service; (ii) remove or alter any author, trademark or other proprietary notice or legend displayed on this website (or printed pages thereof); or (iii) infringe Upwardli or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

We welcome suggestions concerning how me mat=y improve the Services and may provide you with opportunities to send us comments, suggestions and other feedback regarding issues with, or proposed modifications or improvements to, our Services (“Feedback”). By providing us your Feedback, you grant us a non-exclusive unrestricted, perpetual, irrevocable, transferable, sub-licenseable, royalty-free license to use your Feedback in any manner and for any purpose to provide, improve, or market our Services, and to create new products and services. This license includes the right to use your name, persona, user name, and likeness for the foregoing purposes without compensating you, as set forth in our Privacy Policy.

7. DISCLAIMER OF WARRANTIES

WE PROVIDE OUR SERVICES, OUR CONTENT, AND ALL CONTENT AND MATERIALS AVAILABLE THROUGH OUR SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED.

UPWARDLI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO OUR SERVICES, OUR CONTENT, OR THE COMMUNITY CONTENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

UPWARDLI DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF, AND DISCLAIMS ALL LIABILITY FOR, ANY ERROR OR OTHER INACCURACIES IN THE INFORMATION PROVIDED ON THE SERVICES. UPWARDLI ACTS AS AN INTERMEDIARY BETWEEN YOU AND THIRD PARTY SERVICE PROVIDERS AND DISCLAIMS ANY LIABILITY FOR ANY CONTENT, PRODUCTS OR SERVICES PROVIDED BY THESE THIRD PARTY SERVICE PROVIDERS TO YOU.

YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR SERVICES, YOUR DEALINGS WITH ANY OTHER MEMBER OR THIRD PARTY, AND YOUR USE OF OUR CONTENT, THE COMMUNITY CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS OF DATA THAT MAY RESULT FROM THE USE OF OUR SERVICES OR THE USE OF ANY OF OUR CONTENT, THE COMMUNITY CONTENT OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

8. INDEMNITY

You agree to defend, indemnify and hold Upwardli, and its officers, agents, partners, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the Agreement, or your violation of any rights of another.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL UPWARDLI, SERVICE PROVIDERS, OR THEIR RESPECTIVE SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES BEYOND THE SUM OF $500.00 (IN ADDITION TO REFUNDING SERVICE FEES), INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UPWARDLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM NEGLIGENCE ON THE PART OF UPWARDLI, ITS FINANCIAL PARTNERS, OR THEIR RESPECTIVE SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, OR EMPLOYEES.

10. DISPUTE RESOLUTION AND GOVERNING LAW

(a) Governing Law. This Agreement shall be governed according to the laws of the State of Washington, and all activities performed in connection with the Service shall be deemed to have been performed in Washington. Any controversy, dispute, or claim arising out of or relating to the Service or Agreement (a "Claim") shall be governed by and construed in accordance with the laws of Washington, except that body of law governing conflicts of law.

(b) Disputes with Upwardli. If a dispute arises between you and Upwardli, our goal is to learn about and address your concerns. If we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly.

(c) Arbitration. You and Upwardli agree that any Claim will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You acknowledge and agree that you and Upwardli are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

(d) Costs and Fees. If your claim does not seek an award of more than $75,000, Upwardliwill pay the fees associated with arbitration unless the arbitrator finds that either the substance of your Claim or the relief sought to be frivolous or brought for an improper purpose. If you prevail in arbitration you may be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Upwardliwill not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration unless the arbitrator finds that either the substance of your Claim or the relief sought to be frivolous or brought for an improper purpose.

(e) Forum for Disputes. Except as otherwise agreed by the parties or as described in section 12(c) above, you agree that any claim or dispute you may have against Upwardli must be resolved by a court located in King County. You agree to submit to the personal jurisdiction of the courts located within King County, Washington for the purpose of litigating all such claims or disputes.

(f) Improperly Filed Litigation. All claims you bring against Upwardli must be resolved in accordance with section 12 of this Agreement. All claims filed or brought contrary to section 12 shall be considered improperly filed, and a breach of this Agreement. Should you file a claim contrary to section 12, Upwardli may recover attorneys' fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that Upwardli has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

11. COMMUNICATIONS & E-SIGN CONSENT

You acknowledge that this Agreement shall be entered into electronically, and that the following categories of information ("Communications") may be provided by electronic means: (i) this Agreement and any amendments, modifications or supplements to it; (ii) your records of transactions through the Service; (iii) any initial, periodic or other disclosures or notices provided in connection with the Service, including without limitation those required by federal or state law; (iv) any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the Service; (v) any other communication related to the Service or Upwardli.

Communications may be provided to you through the use of autodialed or prerecorded message calls or text messages at the telephone number(s) that you provide us with. We may contact you directly or we may share your phone number with service providers with whom we contract to provide such Communications. Standard telephone minute and text charges may apply. The hardware and software requirements for access to and retention of the Communications associated with the Service include a personal computer or other device which is capable of accessing the Internet; an Internet Web Browser; and a printer or other device capable of printing and/or retaining agreements and documents.

The Service does not allow for Communications to be provided in paper format or through other non-electronic means. You may withdraw your consent to receive Communications electronically, but if you do, your use of the Service shall be terminated. In order to withdraw your consent, you must contact us at [email protected].

12. MISCELLANEOUS

(a) Entire Agreement. The Agreement constitutes the entire agreement between you and Upwardli and governs your use of the Service, superseding any prior agreements between you and Upwardli.

(b) No Waiver. The failure of Upwardli to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give appropriately valid effect to the intention of the Agreement as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect.

(c) Force Majeure. We shall not be liable for any failure or delay in the performance of the Service to the extent such failure or delay is caused by matters beyond our reasonable control, including, without limitation: changes in applicable laws; closure or unavailability of required physical and network infrastructure; sovereign default; power or internet failure; civil unrest; war; and earthquake, fire, flood, or other natural disasters.

(d) Modification. We may modify this Agreement or any Additional Terms from time to time without notice to you, except as may be required by law. You can review the most current version of the Agreement at any time by reviewing this website. You may terminate your use of the Service if you do not agree with any modification or amendment. If you use the Service after the effective date of an amendment or modification, you shall be deemed to have accepted that amendment or modification. You agree that you shall not modify this Agreement and acknowledge that any attempts by you to modify this Agreement shall be void.

(e) Other Terms. This Agreement may be supplemented by terms applicable to other promotions, our Referral Program, and other terms applicable to you based upon your use of the Service. These terms are incorporated into this Agreement by reference. To the extent that any of these terms are determined to be in conflict with this Agreement, this Agreement shall control.

13. WAITLISTS AND PRODUCT TESTING

From time to time, the Company may offer you products or services that are currently under development (“Product Test”). The offering of such products is no guarantee that the Company will ultimately launch such products, services, or substantially similar services to you at any time in the future or at all. If you subscribe or attempt to subscribe to a Product Test and pay a Service Fee that is charged to your Payment Instrument, the User will be promptly refunded any such Service Fee. Waitlist reservations shall be processed by the Company on a first-come-first-served basis, unless otherwise specified in the specific terms that may accompany a Product Test.

14. LANGUAGE

This Agreement is drafted in the English language and translations may be provided in other languages. You agree that the English version of the Agreement will control in the event of any inconsistency between the English and translated versions in any dispute related to this Agreement.