Upside Inflow Addendum

IMPORTANT NOTICE: THIS IS A BINDING AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT WISH TO ENTER INTO THESE TERMS OR DO NOT UNDERSTAND THEM, PLEASE DO NOT USE UPSIDE INFLOW. YOUR USE OF UPSIDE INFLOW CONSTITUTES YOUR AGREEMENT TO THESE TERMS. WE MAY UPDATE THESE TERMS BUT WILL PROVIDE YOU WITH NOTICE OF MATERIAL CHANGES AT LEAST 15 DAYS IN ADVANCE VIA EMAIL AND YOUR DASHBOARD. PLEASE CHECK THESE TERMS REGULARLY. YOU MAY NOT USE UPISE INFLOW FOR ANY REASON BUT TO PARTICIPATE IN UPSIDE'S PROGRAM.

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This Upside Inflow Addendum (“Addendum”) sets forth the terms and conditions governing your use of Upside Inflow.  Capitalized terms not otherwise defined herein will have the meaning ascribed to them in the Merchant or Retailer Agreement between you and Upside (“Agreement”).

A. Definitions

1. “Payment Account” means the account designated by you for receipt of Net Proceeds and if payment of any amounts owed to Upside, including for Reversed Transactions.
2. “Expenses” means any Incremental Profit Fees, Promotions, Processing Cost and other fees agreed to in writing between the parties.
3. “Net Proceeds” means the amount of funds received by Upside through the card networks for sales of your goods or services executed on the Platform minus Expenses.
4. “Reversed Transaction” means any sales transaction on the Platform for which you have received Net Proceeds that is reversed, including due to a return or refund issued to a Subscribing Customer or a Subscribing Customer reversing the transaction by issuing a chargeback or dispute.

B. Limited Agency to Upside

By using “Upside Inflow” you agree that:

1. Authorization. You authorize Upside to feature your products and services for sale on the Platform, to execute sales transactions for such goods and services with Subscribing Customers on your behalf, and to submit those transactions for processing through the Card Networks as the merchant. You agree to provide the applicable goods and services to the Subscribing Customer in connection with each transaction executed through the Platform.
2. Recourse. To the extent that Upside receives or is considered to have received funds associated with a Subscribing Customer’s purchase of your goods and services through the Platform: (i) Upside is acting as your agent for the purpose of collecting the Subscribing Customer's payment on your behalf and (ii) receipt of the Net Proceeds by Upside as your agent constitutes your receipt of those funds. You agree that upon a Subscribing Customer’s execution of a transaction on the Platform, the sale is complete and you will have recourse only against Upside (and not against the Subscribing Customer) if you do not receive the Net Proceeds for the transaction.

 C. Your obligations

1. Upside Inflow Use; Business Changes. You agree to use Upside Inflow solely in connection with bona fide sales of your goods and services and you will not use Upside Inflow on behalf of any third party. You further agree to provide us with written notice of any material changes in your business model, terms of sales (including any return and refund policies), or the goods and services offered for sale on the Platform.
2. Compliance With Laws.  You agree that all goods and services you provide that are sold through the Platform comply with applicable laws, rules and regulations.
3. Statement. On at least a monthly basis, Upside will provide you with a statement of the Promotions claimed, sales transactions processed, Expenses you incurred, and Net Proceeds settled to you during the prior month, on a transaction-by-transaction basis (a “Statement”). You are responsible for reviewing each Statement and providing us notice of any item you believe in good faith to be inaccurate. Your failure to provide notice of any disputed item in a Statement within sixty (60) days of the date of such Statement will constitute your acceptance of the Statement as accurate.
4. Taxes. You are responsible for all taxes (including value added taxes) on Net Proceeds.

D. Term and Termination

1. General. The term of this Addendum will commence as set forth in the Agreement and will continue during the duration of your use of Upside Net Proceeds. 
2. Automatic Termination. This Addendum will terminate automatically in the event the Agreement is terminated or expires for any reason.
3. Termination for Cause. (a) Either party may terminate this Addendum if the other materially breaches this Addendum and fails to cure such material breach within 30 days of written notice from the other party. (b) Upside may terminate this Addendum upon three (3) days’ written notice to you if: (i) Upside determines its continued performance under this Addendum would not comply with applicable laws or the operating rules of any payment card network; (ii) Upside is required to discontinue providing Upside Inflow by any regulatory agency with jurisdiction over Upside; or (iii) you have not designated an active Payment Account and provided Upside with ACH authorization.
4. ‍Effect of Termination. Upon termination of this Addendum, all amounts you owe to Upside under this Addendum will become immediately due and payable. Upside will settle (or direct the settlement) of any outstanding Net Proceeds for sales transactions you have executed on the Platform prior to termination.
5. Limitation of Liability. The Limitation of Liability Section of the Agreement will apply to this Addendum; provided, that the cap on direct damages pursuant that provision will not apply to (i) Upside’s liability for the amount of Net Proceeds owed, but not settled to you; and (ii) your liability to Upside for Reversed Transactions.  This Section will survive the termination of this Addendum. NOTWITHSTANDING THE FOREGOING, UPSIDE SHALL NOT BE LIABLE TO YOU FOR THE ACTIONS OF THIRD PARTIES, INCLUDING ANY ACQUIRING BANK, CARD PROCESSOR, OR CARD NETWORK. THIS SECTION WILL SURVIVE TERMINATION OF THIS ADDENDUM.
6. Miscellaneous. Sections on Disclaimer, Force Majeure, and Miscellaneous of the Agreement will apply to this Addendum.