Terms and Conditions

 

If you wish to launch a Campaign or make a Contribution via theupeffect.com, you must agree to Terms of Platform Use, Privacy Policy and other terms below as the exclusive basis which governs such transactions and must click the "I accept" Tickbox. If you do not agree to any of the terms, you must not use the Platform.

 

The Platform is a rewards-based crowdfunding platform dedicated to providing social entrepreneurs with a space to launch or scale social impact ideas. Through crowdfunding, entrepreneurs with ambitious ideas are able to gain market validation, traction and funding. However, Backers must make their own decisions as to whether to contribute to Campaigns based purely on their own assessment of the merits of the underlying Campaign. Any Rewards offered to Backers are offered to them directly by Creators, Rewards are not offered by or provided in partnership with UpEffect.

 

THIS AGREEMENT is made between UpEffect and the User. The parties agree as follows:

 

1.           DEFINITIONS

The following words shall have the following meanings unless the context otherwise requires:

"Agreement" means these Terms and Conditions.

Ally Contribution” means the contribution to UpEffect’s funding pot, which it uses to donate funds to other Creators’ Campaigns as it sees fit.

Ally Subscription Fee” has the meaning given to it in clause 2.12.1(b)

"Backer" means a person or entity that makes a Contribution to the Campaign.

“Campaign” means a fundraising campaign for a particular business.

Creatormeans a person or entity wishing to raise funds for a business.  

“Campaign Page” means the description of the business, its Deadline and its Target as set out by the Creator on the Platform.

Checklist” means the list of activities and items the Creator must complete and/or provide in relation to its Campaign.

“Creator Plan” means the UpEffect subscription plan for Creators.

“Crowdfunding” means fundraising on an online platform.

Creator Subscription Fee” has the meaning given to it in clause 2.12.1(a)

Creator Toolkitmeans any documents provided by UpEffect to the Creator under the Creator Plan but not limited to the Campaign playbook, planners, calculators, email workflow, templates, schedulers and impact assessment materials. The IPR in the Creator Toolkit will be owned by UpEffect.

Contributionmeans a donation to a Campaign made via the Platform.

“Deadline” means a set deadline for the receipt of Contributions, as specified on the Campaign Page.

“Disclosing Party” mean the Party disclosing Confidential Information.

“Funding Goal” means the minimum-funding total agreed between the Creator and UpEffect.

“Funds Raised” means the money raised through crowdfunding on UpEffect to meet or exceed the Funding Goal.

Inaccuratemeans giving a false or misleading impression of a Project.

“Invoice” means a document or electronic statement stating the items sold and the amount payable.

“IPR” (“Intellectual Property Rights”)  means all copyrights, patents, registered and unregistered design rights, database rights, publicity and privacy rights, domain names, trademarks,  service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world. 

“Impact Assessment" means the report UpEffect produces in collaboration with the Creator to assess the impact of the Campaign once the Campaign completes.

“Launch Date” means the date agreed on which the Creator agrees to launch its Campaign on UpEffect.

“Net Contribution” means the Contribution minus the Platform Fee and Processing Charges.

“Platform” means the UpEffect Platform available at www.theupeffect.com.

“Platform Fee” has the meaning given to it in clause 2.12.1(c).

“Processing Charges” means any foreign exchange or other payment processing charges incurred by UpEffect in collecting Contributions and making payments to Creators.

“Receiving Party” means the Creator or Backer

"Registration Details" means the details which a User must provide when registering an account on the Platform, including physical address, email address, bank account and credit, debit or charge card details. 

“Reward” means a gift offered by a Creator to a Backer in consideration of its Contribution, as specified on the Campaign Page.

“Successful Campaign” means a Campaign which reaches or exceeds its Target on or before its stated Deadline.

“Target” means a total gross Contributions target which a Creator hopes a Campaign will meet or exceed that shall be specified on the Campaign Page.

"Unacceptable" means anything which may be considered either:

a. illegal, illicit, indecent, obscene, racist, offensive, bullying, racist, sexual, pornographic, insulting, false, unreliable, misleading, violent, alleged to be or actually defamatory or an infringement of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights);

b. in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);

c. to contravene legislation, including but not limited to without limitation that which relates to financial services, gambling, weapons, drugs, animals, children or alcohol; or

d. to harm UpEffect's reputation.

"UpEffect" means UpEffect Limited which is the owner of the Platform and Platform and which is a company registered in England & Wales under company number 10189459.

"User" means a Backer or a Creator

“User Content” means any information, documents, images or other data that is uploaded or input into the Platform by the User (including information relating to a Creators Campaign) in which the User holds the IPR.

 

2.           CREATOR TERMS

2.1.        Pre-Launch Creator Conditions

2.1.1.   Before a Creator shall be permitted to launch its Campaign on the Platform, the Creator must first:

(a)     Create a registered account with UpEffect;

(b)     Subscribe for the Creator Plan, and pay the first month’s Creator Subscription Fee; and

(c)     Complete the Campaign Checklist, to the satisfaction of UpEffect.

 

2.2.        Registering an account and due diligence

2.2.1.  When registering its account, the Creator may be asked to provide UpEffect with proof of address and identity documents, as may be required for UpEffect to comply with its obligations under anti-money laundering regulations. The Creator agrees to comply with such requests in all respects.

2.2.2.  UpEffect may conduct a due diligence process on the Creator and its proposed Campaign before registering the Creator’s account, and request information relating to the Creator’s supply chain, impact model, financials, team skills and performance, all of which relate to the Creator’s ethical and sustainable practices.

2.2.3.  UpEffect reserves the right to deny a Creator from registering an account and subscribing for a Creator Plan or otherwise terminate a Creator’s existing account if the diligence process reveals that, in the opinion of UpEffect the Creator’s proposed Campaign does not meet UpEffect’s internal values and policies.

2.3.     Exclusivity. By registering an account and subscribing for the Creator Plan, the Creator agrees that for a period of 12 months from the date of subscription, it may not use any other Crowdfunding platform to launch its Campaign without first completing the launch of its Campaign on the Platform.

 

2.4.        Creator Toolkit & Support Services

2.4.1.   The Creator Plan provides the Creator with access to the Creator Toolkit, the Checklist, and other particular Support Services as may be specified in the Creator Plan.

2.4.2.   Some of the resources contained in the Creator Toolkit may include links to third party Platforms and services. UpEffect is not responsible for the availability of such Platforms, nor any content or services provided therein.

2.4.3.   UpEffect may provide the Creator with the particular coaching and consulting services as set out in the Creator Plan (Support Services). The length of time, frequency and availability of any such Support Services shall be as specified in the Creator Plan or as reasonably notified by UpEffect to the Creator. Where the Creator requests any additional Support Services outside of the scope of the Creator Plan, UpEffect shall advise the Creator of the applicable additional fees for those services. In the event that UpEffect delivers any Support Services without a specified fee being agreed in advance, the UpEffect shall be entitled to invoice the Creator for those Support Services at its then current day rates.

 

2.5.        Checklist

2.5.1.  Upon subscribing to the Creator Plan, UpEffect shall generate a Checklist for the Creator, which may be tailored for the Creator’s particular campaign, prior experience and other factors as UpEffect may consider to be relevant.

2.5.2.   The Creator shall be required to work through each step of the Checklist, and may be required to submit certain materials to UpEffect to prove completion of each respective step.

2.5.3.  UpEffect reserves the right to refuse the confirmation of a Creator’s completion of the Checklist, and the launch of a Campaign on the Platform where in the reasonable opinion of UpEffect, the Creator has not satisfied to a reasonable standard the requirements of the Checklist.

 

2.6.        Launch of the Creator’s Campaign

2.6.1.  Following the successful completion of the Creator’s pre-launch conditions as specified in clause 2.1.1, the Creator may launch its Campaign on the Platform.

2.6.2.   The Campaign shall be hosted on the Platform for a minimum of 30 days and a maximum of 90 days unless agreed between the Creator and UpEffect in writing.

2.6.3.   For the period of the Campaign, the Creator agrees to:

(a)     provide no less than two updates per month to Backers until the Rewards have been delivered to all relevant Backers;

(b)     remain committed to creating transparency between the Creator, the Campaign and the Campaigns Backers;

(c)     reply promptly, in full, and to UpEffects satisfaction, to all questions, enquiries and requests for clarification put to it by its Backers or by UpEffect;

(d)     treat all other users of the Platform, including but not limited to Backers to its Campaigns, with respect at all times; and

(e)   allow UpEffect to feature the Campaign as a case study and/ or for any and all other success storyor similar promotional purposes

2.6.4.   UpEffect agrees to feature the Campaign on the UpEffect homepage if the Campaign reaches 50% of its Funding Goal within seven days from the Launch Date.

2.6.5.   The Creator acknowledges that UpEffect provides no warranties as to the success of a Creators Campaign.

 

2.7.        Relationship with Backers

2.7.1.  The Creator recognises and accepts that by initiating a Campaign on the Platform it is offering to enter into a legally binding contract with that Campaign’s Backers. All such agreements will be made between Creator and Backers, and UpEffect shall not be a party to them. The Creator acknowledges that it will be solely responsible for any breach by it of any such agreement between it and a Backer.

2.7.2.   Where the Creator makes or gives warranties, representations or undertakings to UpEffect under the terms of this Agreement, those warranties, representations or undertakings are also made for the benefit of the Backer who shall be entitled to rely on them.

 

2.8.        Campaign Information

2.8.1.  The Creator recognises and accepts that it bears sole responsibility for all information which it may provide to UpEffect about its Campaign(s) and which may be posted on the Platform, as part of the Campaign Page or elsewhere. The Creator hereby indemnifies all Backers to its Campaigns, and UpEffect, against all losses arising from any information, which that Creator provides to UpEffect or otherwise transmits via the Platform, which is Unacceptable or Inaccurate.

2.8.2. The Creator warrants, represents and undertakes in relation to all information and material provided to UpEffect, for the purpose of a Campaign or otherwise, that no such information shall be Unacceptable or Inaccurate, that all material submitted by the Creator will be free of links to Platforms other than the Platform and press articles, and that the Creator has obtained full and effective licence(s) from all relevant third parties required to allow the Creator and UpEffect to permit the dissemination of all such information and material worldwide.

 

2.9.        Rewards

2.9.1.  The Creator hereby warrants that it has good title to all Rewards that it may offer and that it will be entitled to distribute them to Backers in accordance with this Agreement without infringing any third party Intellectual Property Rights or contravening any applicable laws.

2.9.2.  The Creator warrants that it will have and maintain a sufficient supply of any Rewards that it may undertake to distribute to Backers, and that it will distribute such Rewards promptly after the Deadline of the relevant Successful Campaign has passed, and in any event within any timeframe for the distribution of Rewards which it has stated on the Platform.

2.9.3.  The Creator undertakes to promptly refund any Net Contributions in respect of which it fails to issue a Reward and the Creator hereby indemnifies UpEffect in respect of the consequences of any breach of this clause.

 

2.10.     Funding Goals

2.10.1. The Creator warrants that if it does not meet its Funding Goal, it shall not hold UpEffect liable. The Creator acknowledges that it is responsible for collecting donations and meeting its target by the Deadline. 

2.10.2. If a Campaign is successful in meeting its Funding Goal and any transactions fail to process through Stripe after the Campaign has ended, the Creator shall pay UpEffect its Platform Fee for campaign transactions taking place outside of the Platform.

 

2.11.   Post-Campaign Obligations. On the completion of the Campaign, the Creator agrees to work with UpEffect to provide such information as may be reasonably requested by UpEffect in order for UpEffect to prepare the Impact Assessment.

 

2.12.     Fees and Payment

2.12.1.  UpEffect may, without limitation, charge the following Fees to the Creators for the use of the Platform (each a “Fee”):

(a)         A monthly subscription fee for the use and access to the Creator Plan and any associated Support Services (Creator Subscription Fee);

(b)          A monthly subscription fee for the Ally Contribution (Ally Subscription Fee);

(c)         A fee equal to 5% of the total Contributions received by the Campaign at the completion of the Campaign (Platform Fee); and

(d)          Any applicable Processing Charges. 

2.12.2. Creator Plan Subscription Fee: UpEffect shall render a tax invoice to the Creator for the Creator Plan Subscription Fee, which in the first month shall be payable by the Creator upfront. Thereafter, the Creator Plan Subscription Fee shall be payable in advance on a monthly basis, within 10 Business Days of receipt of the invoice.

2.12.3. Ally Subscription Fee: UpEffect shall render a tax invoice to the Creator for the Ally Subscription Fee, which in the first month shall be payable by the Creator upfront. Thereafter, the Ally Subscription Fee shall be payable in advance on a monthly basis, within 10 Business Days of receipt of the invoice.

2.12.4.  The Platform Fee and the Processing Fees shall be deducted from the Creator’s Contributions, as set out in clause 2.13.2.

2.12.5.  UpEffect may, in its sole discretion agree to waive or reduce any of the Fees payable by a Creator at any time.

2.12.6.  Late Payment

2.12.7.  In the event the Creator fails to pay the Creator Subscription Fees within 30 Business Days of the due date as specified on the invoice, UpEffect may suspend the Creator’s access to the Creator Toolkit and the UpEffect Platform.

2.12.8.  If Fees are not brought out of arrears within 30 days of becoming overdue, UpEffect may terminate the Creator’s account without notice or liability and terminate this Agreement forthwith.

2.12.9.  The Creator agrees that it shall be responsible for all reasonable expenses (including legal fees) incurred by UpEffect in collecting overdue amounts.

2.12.10. Currency. All Fees shall be paid in the currency specified on the invoice.

 

2.13.      Contributions

2.13.1.  The Creator agrees that it will use the Net Contribution solely for completing the Campaign and will not use them for any purpose not specified in the Campaign or Campaign Page.

2.13.2.  The Creator acknowledges that all Contributions made via the Platform will be subject to the deduction of Platform Fee and Processing Charges prior to the transfer of the Net Contribution to the Creator.

2.13.3. The Creator acknowledges that it has no right to receive any Contribution(s) or the Net Contribution until a Campaign becomes a Successful Campaign.

2.13.4.  The Creator acknowledges that it will be responsible for and undertakes to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with Net Contributions received through UpEffect or the distribution of Rewards.

2.13.5.  If a Campaign becomes a Successful Campaign, then UpEffect will deduct five percent of the total Contributions as the Platform Fee, will deduct any relevant Processing Charges, and will forward the Net Contribution to the Creator's nominated bank account within 31 Days of the Deadline.

2.13.6.  The Creator acknowledges that it will not commit to any expenditure or otherwise rely on the receipt of the Net Contribution until such time as the Net Contribution has been successfully transferred to its account by UpEffect. 

2.13.7.  UpEffect is not liable to the Creator in the event that a transferred Net Contribution does not reach the Creator within the deadline set out in clause 2.13.5 because of a delay or failure in the transmission of the Net Contribution. In the event that a transfer of a Net Contribution is delayed for reasons outside of UpEffect’s reasonable control (including, where due to the actions or delay of Stripe or any other third party payment provider used by UpEffect), the Creator agrees that the deadline for the transfer of the Net Contribution shall be extended for as long as reasonably necessary to enable UpEffect to effect the transfer of the Net Contribution, and that UpEffect shall not be held responsible for such delay in any event.

2.13.8.  The Creator accepts that UpEffect is not liable to pay any sum or to take any action, in respect of any Contribution pledged by a Backer, which is not subsequently received. In such an event, the Creator’s sole remedy shall be against the Backer in breach of its obligations and UpEffect shall not be a party to the dispute.

 

2.14.      Communication

2.14.1.  The Creator shall maintain a clarity and frequency of communication that enables UpEffect to provide the Platform and all associated services with ease and efficiency and without delay caused by a lack of communication.

2.14.2.  The type of communication required by the Creator, and time period within which the Creator should respond within, at
any given time during the project shall be based on the discretion of UpEffect given the circumstances around the
need for communication, which the Creator shall comply with.

2.14.3.  UpEffect shall not be held liable for any loss, costs, damages, charges or expenses incurred directly or indirectly
by any delay in the provision of the Platform, the Creator Toolkit or any associated services caused by a lack of communication
from the Creator.

 

3.            Termination

3.1.1.   A Creator may terminate its subscription to the Creator Plan by providing written notice. Upon termination of the Creator Plan, the Creator’s access to the Creator Toolbox (and other associated services) shall cease on the last day of the month of that subscription.

3.1.2.   A Creator may terminate and withdraw its Campaign from the Platform at any time by providing UpEffect with [7] days’ written notice, noting that such withdrawal does not terminate the Creator’s obligation of exclusivity as provided for under clause 2.3.

3.1.3.   A Creator may terminate its subscription to the Ally Contribution at any time by providing [#] days written notice.

3.1.4.   UpEffect reserves the right to terminate a Creators Campaign by providing immediate written notice to the Creator if the Creator is in material breach of this Agreement

3.1.5.   In the event a Campaign is terminated by either a Creator or UpEffect prior to the Deadline and/or before achieving the Funding Goal, all Contributions shall be refunded in accordance with clause 8 of this Agreement, and UpEffect is entitled to recover all reasonable expenses, fees, and other costs incurred pursuant to this Agreement

3.1.6.   Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

 

4.           BACKER TERMS

4.1.     The Backer recognises and accepts that by subscribing to make a Contribution to a Creators Campaign it is entering into a legally binding contract with the Creator to provide its pledged Contribution in the event that that Campaign becomes a Successful Campaign. All such contracts will be between Backer and Creator, and UpEffect will not be a party to them. The Backer acknowledges that it will be solely responsible for any breach by it of such an agreement.

4.2.     All Contributions made via the Platform are at the Backers risk and based on its own judgment; UpEffect cannot guarantee the accuracy of any Campaign Page details, the integrity of any Campaign or the issue of Rewards to the Backer. Accordingly, UpEffect shall not have any responsibility or liability for any details listed on the Campaign Page or the decision by a Backer to make a Contribution.

4.3.     The Backer acknowledges and accepts that, in the event that a Creator provides Inaccurate information about a Campaign, fails to provide a specified Reward, or in any other way breaches the agreement between the Creator and the Backer, then the Backers sole remedy shall be against the Creator.

4.4.     All conditions and warranties whether express or implied, statutory or otherwise, which relate to the accuracy of the Campaign Page details are hereby expressly excluded.

4.5.     Rewards provided by the Creator are for the personal benefit of the Backer and the Backer is not entitled to sell, redistribute, or assign them to a third party.

4.6.     The Backer acknowledges and accepts that UpEffect shall deduct the Platform Fee as well as any Processing Charges from each Contribution prior to conveying the Net Contribution to the Creator.

4.7.     In respect of all Campaigns to which it makes a Contribution, the Backer:

4.7.1. consents to UpEffect and its payment processing partners authorising or reserving a charge in respect of the credit card or other means of payment used to make payment until any relevant Target or Deadline is reached; and

4.7.2.  undertakes to ensure that it will have sufficient funds or credit available on the relevant card or account until such Deadline is reached;

4.7.3.  may reduce or withdraw its Contribution by contacting the Creator unless the Deadline is within 48 hours or this would reduce the funds raised in respect of a particular Campaign to below the Target.

4.8.     The credit or debit card details which the Backer provides on registering for the Platform must relate to a card that the Backer is entitled to use. By pledging to make a Contribution, Backer warrants that the credit or debit card for which it has provided details has sufficient credit limit or funds for that Contribution and it will remain in funds or within that limit until the Deadline has passed.

4.9.     The Backer agrees that UpEffect will provide to the Creator details of each Contribution, the name, address (where applicable), email details, and the user ID of the associated Backer to the Creator in order to enable the Creator to supply the Reward (and any other details prior to the delivery date of the reward).  If the Creator then requires further details it shall contact the Backer directly.

4.10.     Any charges incurred by the Backer in the course of making a Contribution, including but not limited to extra charges from its payment service provider, foreign exchange or payment processing charges, shall be exclusively for the Backer's account.

4.11.     For the avoidance of doubt, making a Contribution does not give a Backer any rights in respect of a particular Campaign other than to receive any advertised Reward.

 

5.           TERMS WHICH APPLY TO ALL USERS

5.1.     The User agrees that in registering to use the Platform it shall provide accurate Registration Details, which it will update as required in order to ensure their continued accuracy.

5.2.     The User hereby warrants to UpEffect that it is at least 18 years of age and has the ability to enter into a binding legal contract.

5.3.     The User acknowledges that UpEffect has the right to suspend or cancel any Campaign or any Contribution for any reason and at its sole discretion. Users acknowledge that UpEffect is not obliged to provide any prior notice of or explanation for the cancellation of a campaign.

5.4.     The User's Registration Details and data relating to its use of the Platform will be recorded by UpEffect but this information shall not be disclosed to third parties (otherwise than as set out herein or on an aggregated, anonymous basis) nor used for any purpose unrelated to the Platform.

5.5.     UpEffect reserves the right to suspend or terminate a User's account for any reason and at its sole discretion where it deems such action appropriate.  In the event of such suspension or termination, UpEffect will notify the User by email and the User agrees that it shall not seek to re-register on the Platform either directly or indirectly through any related entity or third-party.

5.6.     UpEffect shall not be liable for any interruption to the Platform, whether intentional or otherwise irrespective of whether such interruption has any impact on the ability of Users to make Contributions or to receive Net Contributions.

5.7.     Users agree that UpEffect is a mere intermediary and conduit and is not responsible for any disputes that may arise between Users, Users further agree that any such disputes shall be resolved directly between the Users involved and that UpEffect shall not be a party to those disputes.

5.8.     Users will be invited to send comments to UpEffect by email relating to the integrity and performance of other Users and UpEffect will be entitled to publish these on theupeffect.com.  All Users hereby acknowledge and agree that UpEffect is not responsible for any such content on the Platform.  In the event of any concerns in respect thereof, a User may contact UpEffect at hello@theupeffect.com

5.9.     Userspersonal information submitted to the Platform will be used in accordance with our privacy policy set out here.

5.10.    Cookies will be used to track the behaviour of Users on the Platform in accordance with our cookies policy set out here.

 

6.            Intellectual property

6.1.      Licence

6.1.1.  By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

6.1.2.  UpEffect may revoke or suspend the Users licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

6.2.    The Platform. The User agrees and accepts that UpEffect owns all IPR in the Platform and all associated services (including, without limitation, the Creator Toolkit), and the User further warrants that by using the Platform, the User will not:

(a)  Copy the Platform, the Creator Toolkit or any other services that UpEffect provides for the Users own commercial purposes;

(b)  Disclose any details or materials contained in the Creator Toolkit to any other person other than to its staff or professional service provides; nor

(c)  Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform, the Creator Toolkit or any documentation associated with it.

6.3.    Nothing in this Agreement shall have the effect of transferring, assigning or licensing any intellectual property rights from UpEffect to the User unless the contrary is specifically stated.

6.4.    UpEffect has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of UpEffect.

6.5.    UpEffect acknowledges that any User Content uploaded to the Platform belongs to the User.

6.6.    The User grants UpEffect an irrevocable, perpetual, nontransferable, royalty free and worldwide licence to use any of the User Content submitted to the Platform.

6.7.    All content submitted to UpEffect via the Platform (other than the User Content) shall be (or shall on submission become) and remain the Intellectual Property of UpEffect including (without limitation) all, source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by any party. UpEffect shall be entitled to use any content or data (including User Content) uploaded to the Platform to compile databases and/or to generate aggregated insights and analytics, and shall be the sole owner of any such database  or aggregated insights, which it shall be entitled to use as it sees fit.

 

7.           LIMITATION OF LIABILITY

7.1.   All material displayed on the Platform is provided without any guarantees, conditions or warranties.

7.2.  To the extent permitted by law, UpEffect expressly excludes all conditions, warranties and other terms which might otherwise be implied by statute, common law, or the law of equity.

7.3.   UpEffect shall not be liable for:

7.3.1. any direct loss, indirect loss or consequential loss incurred by any User in connection with the Platform or in connection with the use, inability to use, or results of use of the Platform, or any associated services;

7.3.2. any loss of income or revenue,

7.3.3. any loss of business,

7.3.4. any loss of profits,

7.3.5. any loss of anticipated savings,

7.3.6. any loss of data,

7.3.7. any loss of goodwill,

7.3.8. any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, howsoever suffered by any User arising in any way in connection with this Agreement, in connection with the use of the Platform and/or associated services, in respect of Contributions, or in respect of any receipt or failure to receive any Rewards, or for any liability of a User to any third party.

7.4.   Whilst UpEffect will make all reasonable attempts to exclude viruses from the Platform, it cannot ensure such exclusion and no liability is accepted for viruses or other similar harmful software.  The User agrees that it will take all appropriate safeguards to secure its computing equipment before accessing or downloading any information from the Platform.

7.5.   UpEffect shall not be liable for ensuring that Campaigns or Rewards are not Unacceptable and the Backer, in making any Contribution via the Platform, accepts that it does so exclusively on the basis of its own judgment and at its own risk.

7.6.   UpEffect is not liable for the accuracy or otherwise of any content posted by a User in respect of another User or a Campaign on the Platform

7.7.   UpEffect is not liable for any failure in respect of its obligations hereunder which results directly or indirectly from failure or interruption of software or services provided by third parties.

7.8.    UpEffect is not responsible for the direct or indirect consequences of a User linking to any other website from the Platform.

7.9.   None of the clauses herein shall apply so as to restrict UpEffects liability for death or personal injury resulting from the negligence of UpEffect or its appointed agents.

7.10.  No matter how many claims are made and whatever the basis of such claims, UpEffect's maximum aggregate liability to a User under or in connection with this Agreement in respect of any loss not excluded by this Agreement, whether such claim arises in contract, tort, or otherwise, shall not exceed; if that User is a Backer, a sum equal to twice the value of the Contribution; or, if that User is a Creator twice the value of the total Contributions raised by the Campaign, in relation to which such claim arises.

7.11.  UpEffect shall not be liable for any information or material posted by Users on the Platform which refers to other Users. All Users accept that such content is based on subjective opinions, is not endorsed by UpEffect, and is made available on the Platform for information purposes only.

7.12.  UpEffect accepts no liability whatsoever in respect of any use which a User may make of information which appears on the Platform.

 

8.             WARRANTIES AND IMDEMNITY

8.1.    UpEffect does not represent or warrant that the information accessible via the Platform is accurate, complete, truthful or current. Users accept that they are responsible for verifying all information on which they choose to rely, particularly information on which they may rely in deciding whether or not to make a Contribution.

8.2.    The User hereby agrees to indemnify UpEffect and undertakes to keep UpEffect indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by UpEffect to a third party in settlement of any claim or dispute on the advice of UpEffects legal advisers) incurred or suffered by UpEffect as a result of any breach by that User of any provisions of this Agreement, from any dispute arising from that Users use of the Platform to advertise a Campaign, or from a Users use of the Platform more generally.

 

9.             REFUNDS

9.1.    In the event of reimbursement of a Net Contribution by the Creator to the Backer in any circumstances, UpEffect shall not be liable to refund the Platform Fee or any Processing Charges to the Creator or Backer.

9.2.     UpEffect will not transfer any Net Contributions to a Creator unless its Campaigns Target is met before its Deadline. In the event that the Target is not reached by the Deadline, or the Creator is unable to accept collected Contributions for any other reason, any Contributions which may have been received by UpEffect for any reason will be refunded to Backers minus Processing Charges.

9.3.     In the event that any Details listed on the Campaign Page are Inaccurate, the Backers only remedy will be to seek a refund of any Contribution from the relevant Creator. If any Contributions are still held by UpEffect and UpEffect considers that the Campaign Page details are Inaccurate, it will make such refund minus any Processing Charges. However, if such monies have already been transferred to the Creator, it will be at the Creators discretion whether to make such refund and if it does then the Creator is likely to deduct payment processing charges it incurs from such sum.

9.4.     In the event that UpEffect cancels a Campaign, if UpEffect is then holding any Contributions already made in respect of that Campaign it will refund such Contributions minus any Processing Charges.

 

10.          General

10.1.   This Agreement and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.  Nothing in this clause 9.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

10.2.   UpEffect reserves the right to alter the terms of this Agreement from time to time.  While UpEffect may notify Users of such changes to this Agreement it is under no obligation to do so and by accepting this Agreement you agree that you will check the version of the Agreement in force before you launch a Campaign or make a Contribution.

10.3.   If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect. UpEffect reserves the right to assign or subcontract any or all of its rights and obligations under this Agreement.

10.4.   The User may not assign or otherwise transfer its rights or obligations under this Agreement without UpEffect's prior written consent.

10.5.   Any notice given pursuant hereto may be served personally, by post or by email to the last known email address of the addressee.  It is the responsibility of Users promptly to update UpEffect of any change of address or email address. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such Platform, when sent by email 24 hours after the same has been sent, or if sent by post 72 hours after put into the post correctly addressed and pre-paid.

10.6.   UpEffect shall not be liable for any loss suffered by any User or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

10.7.   This Agreement is made between UpEffect and the User accepting it. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10.8.   Any delay or forbearance by UpEffect in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

10.9.   This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

 

The User accept the terms above as the exclusive basis which governs its use of theupeffect.com