End User License Agreement (EULA)/Terms
By signing up to the UPitch App, you confirm that you have read, reviewed and are bound by this “End User License Agreement” also known as “EULA” (together the “Terms”). All of the terms incorporated herein by reference (“Terms”). If you do not agree to these Terms, you may not access or use the App or any services provided on it. By accessing the App and the services, you shall be deemed to have accepted these Terms in full.
1. About us
Company details
We are Angel Investment Technology (AIT) Limited, trading as “UPitch”, with UK company registration number 14939318, and registered office address: Wellington House, Aviator Court, York, YO30 4UZ, England.
Contacting us
You can contact us by e-mail at support@UPitch.app.
2. Application of these Terms
These Terms apply to all users of the UPitch app (the “App”). For the purposes of these Terms, “user”, “you”, and “your” mean you as the user of the App and “UPitch”, “we” and “our” mean us as the provider and operator of the App and services therein. If you use the App on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms; and (b) you agree to these Terms on the entity’s behalf.
3. When these Terms apply
These Terms apply to all services and features made available to you on the UPitch App (together, the “Services”) which include but are not limited to providing a platform through which:
· entrepreneurs can upload an elevator pitch and other details about themselves, their business or their opportunity;
· Users of the app can view those elevator pitches and further details about potential investment opportunities; and
· users can provide feedback and engage and communicate with other users.
We may change, amend or supplement the Services provided on the App from time to time, to which these Terms shall also apply save where stated otherwise. Where indicated, some of these Terms apply only to specific Services.
You may be directed to review and accept further terms when transacting with other users on the App. Although we may have prepared such additional terms, UPitch is not party to any such agreement between users and shall have no liability whatsoever arising from or relating to any such agreements including any confidentiality terms.
The policies set out below, which you and we must comply with, form part of these Terms. The policies are:
4. Becoming a user on the App
You can sign up as an entrepreneur or investor on the App by completing and submitting the application form which will be made available upon seeking to access detailed content on the App on a “click-through” basis. We reserve the right, in our discretion, to reject your application without being required to justify our decision.
In order to use the App, we require you to fill in various details and undertake verification checks, which may be completed by one of our third-party service providers.
Please be aware that we reserve the right to reject applications and prevent access to the App for persons who are residents in or nationals of, or entities which operate or are incorporated in, countries to which any sanctions administered by an agency of the UK Government, any other government, or the United Nations, apply.
We may, at our option and at any time, require you to provide us with reasonable evidence that any information you have given us is true and up to date and that such information is in compliance with these Terms. Failure to provide such information may lead to your suspension from or permanent removal of access to the App.
You represent and warrant that:
· You are over 18 years of age.
· The information you provide to us in connection with your application to become a user is complete and accurate and you will promptly notify us of any changes to it and keep the profile you create on the App up to date.
· Any documents you submit to us, or any of our third-party service providers, in support of your application or in response to any request from us or our third-party service providers at any time are either genuine documents or true copies of genuine documents (as and to the extent required by our third-party service provider).
You will be granted access to the App by being permitted to register your own account and have your own profile page (“Account”), through which you will have access to all UPitch Free functions (as applicable) on the App. Additional functionality may be made available to you through additional paid services from time to time, which shall be subject to specific terms and conditions for those services and features.
In accordance with our Privacy Policy, you permit and instruct us to collect information about you and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.
5. Your use of the App
You represent and warrant that:
· you will comply with all applicable laws in connection with using the App and the Services;
· you will use all reasonable security practices to prevent unauthorised access or damage to your Account and the App. These practices include but are not limited to ensuring any devices you use to access the App and the Services have up to date anti-virus protection and not introducing or transmitting any viruses;
· your use of (and content you upload or display on) the App:
o complies with our Community Guidelines; and
o only features images, media and works for which you have all the necessary intellectual property and other rights to use in this way on the App and to license to us as set out in these Terms.
Except as permitted by these Terms or any applicable law which you and we cannot agree to exclude, you must not:
· attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any third party content on the App or comprised in the Services in any form or media or by any means;
· attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App;
· access all or any part of the App or the Services to build a product or service which competes with either or any of them;
· use the App to provide services to third parties or allow or assist third parties to access the App; or
· create multiple Accounts to avoid restrictions or any consequences of non-compliance with these Terms.
Communications with us
By accepting these Terms, you consent to receiving electronic communications from UPitch, where we may tell you about app updates and other things about our Services, as well as changes to these Terms and/or our policies. We may also contact you via email or other methods. UPitch will NOT use your details for marketing purposes.
6. App availability
We aim to make the App and Services available to users on a 24/7 basis. However, we reserve the right to take some or all of our systems or the Services offline as reasonably required for routine and emergency maintenance or repairs. We will endeavour to give you as much notice of such downtime as is reasonably possible.
However, you acknowledge that all communications using the internet may be affected by events outside our reasonable control. We will use commercially reasonable efforts, consistent with accepted practices in the industries in which we operate to resume full performance of the App and the Services as soon as reasonably practicable under the circumstances. Please also see the Limitations of Liability below.
7. Suspension and termination
UPitch has no tolerance for objectionable content or abusive users. We reserve the right, in our sole discretion and for any reason, to:
· restrict, suspend, or terminate your access to the App, any of the Services and/or your Account; and/or
· terminate these Terms.
Our decision to do so may be based on the following:
· We need to do to so to comply with our legal obligations and keep our users and App safe.
· We become aware, or have reason to believe, that what you have told us about yourself is not true or up to date or you refuse to provide us with information upon request.
· You are from, incorporated, operate or reside in (as applicable) a country which is subject to any sanctions administered by an agency of the UK Government, any other government, or the United Nations.
· You have not complied with these Terms, including our policies, or any applicable law, and your non-compliance is more than trivial or is repeated.
· In addition to any non-compliance with the Community Guidelines, we reasonably consider that your use of the App and/or the Services could bring UPitch into disrepute, or, in our reasonable discretion, may insult or offend the public or reflect unfavourably on UPitch's reputation or users of the App.
· We decide to stop providing any of the Services.
· We reasonably determine, or receive information or notice from a tax authority, that you are not meeting your tax obligations.
We will aim to give you sufficient notice of our decision, unless:
· our legal, tax or regulatory obligations require us to end these Terms without such notice;
· it is imperative for us to suspend or terminate your access immediately; or
· you have repeatedly or materially breached these Terms.
You may delete your account from the app (and the Services therein) at anytime via the ‘Delete Account’ option in the App interface within the profile/edit profile section.
We also reserve the right, in our discretion, to delete or deactivate your Account if you appear to no longer be using the App, its features or any of the Services (e.g. where you have not engaged with the App for a prolonged period and have deleted information on your Account). You will, however, be notified by email in advance if we decide to take such steps.
8. Consequences of Termination
Upon termination of these Terms for any reason:
· all licences and rights granted under these Terms will terminate automatically;
· you will no longer be authorized to access your Account, any of the Services or the App;
· you must pay UPitch any unpaid amount that was due prior to termination or for the remainder of any subscription periods applicable for any of the Services; and
· all payment obligations accrued prior to termination and all liability, indemnity and dispute provisions will survive termination.
9. Third party services
The App may grant you access to third party sites and Apps, which are not under our control. We will not be held liable or responsible for any content or information contained on or in any third party sites, including for any errors, omissions, or inaccuracies, or for any losses or damages of any kind incurred as a result of your use of or access to any third party site.
10. User conduct, complaints and feedback
UPitch has no tolerance for objectionable content or abusive users. With respect to other users of the App and Services, you will not:
· engage in any harassing, threatening, intimidating, predatory or stalking conduct;
· impersonate another person or log into an account which you are not authorised to access;
· misuse any confidential information or intellectual property rights (including but not limited to copyright) of another user;
· use or attempt to use another user’s account without authorisation from that user; or
· use the App in any manner that could interfere with, disrupt or negatively affect or inhibit other uses from the full enjoyment of the App.
You agree to respect the confidentiality of any information shared with you by any other user of the App.
In consideration for receiving full access to an entrepreneur’s pitch, both the investor and entrepreneur are obliged to enter into the non-disclosure agreement (“NDA”) which will be in the form notified to you when you sign up to the App. A notice will be provided on the screen confirming that you have agreed to the terms of the specific NDA, the parties to which are the entrepreneur and yourself.
This NDA is enforceable between you and that individual entrepreneur/ investor only. A copy of this NDA is stored in our database following acceptance of the terms by the parties. This NDA is provided as part of the free service for the App, and you as the user are solely responsible for ensuring that the terms of such NDA are suitable for you. Although we may have prepared such additional terms, UPitch is not party to any NDA between users and shall have no liability whatsoever arising from or relating to any such NDA.
Should you require a full copy of any NDA entered into between you and another user you may request a copy by e-mailing us at: NDArequest@upitch.app outlining the issue and the parties to the agreement. We endeavour to send you a copy of the NDA and contact details for the user if requested and necessary at our discretion within 60 (sixty) days following receipt of your e-mail.
If you wish to raise a complaint about the App, any of our Services, or the behaviour or conduct of users of the App, please email us at: support@UPitch.app.
To protect other users and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe that you or another user have violated these Terms or that you may use the App for unlawful activity, including but not limited to infringement of third-party intellectual property rights.
Our actions may include: sending you a formal warning; removing or limiting the ability to view or interact with other users; or disabling or restricting the ability to use the App (or certain aspects of the App).
We also welcome feedback, comments, and suggestions for improvements to the App or the Services we provide via support@UPitch.app. You acknowledge that any contribution of feedback does not and will not give or grant you any right, title, or interest in the App or in any such feedback.
You agree that we may use and disclose feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to UPitch any and all right, title, and interest that you may have in and to any and all feedback.
11. Use of Personal Data
Our Privacy Policy sets out the extent to which and under what conditions we will access and process your personal data. The policy also sets out the extent to which we allow our third party service providers access to such data. This also describes your data protection rights including rights to object to certain types of processing activity.
12. Fees, pricing and payments
Fees
Your use of the App and the Services may require you to pay fees, commissions, royalties and other charges to UPitch. All prices for the App and Services will be clearly indicated in the App before the point of purchase.
By way of example, fees, commissions and other charges may include (but shall not be limited to):
Membership fees (£ in UK & $ in USA)
UPitch Blue - 99.99 (£/$)
199.99 – Seeking investment up to 1M
299.99 – Seeking investment over 1M
UPitch Gold - 299.99 – Seeking investment up to 100K
499.99 – Seeking investment up to 1M
799.99 – Seeking investment over 1M
collectively, the “Fees” and each a “Fee”.
Fees may be subject to change, in our absolute discretion, from time to time. We will endeavour to give you advance notice before making such changes, but any Fees shall be clearly indicated in the App before the point of purchase.
13. Intellectual property rights
Your use of our intellectual property
Save in relation to third party content displayed on the App, the App, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the UPitch name and logo, and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof is owned by us and may be protected by intellectual property rights belonging to UPitch.
You acknowledge that your use of the App and the Services does not grant you any rights to use our intellectual property rights, save as expressly set out below.
We grant to you a limited, non-exclusive, non-transferable, non-sublicensable, and personal licence to access and use the intellectual property rights subsisting in and relating to the App and the Services solely for the purposes of using the App and the Services, subject to your compliance with these Terms.
You may publicise your activities listed on the App outside the App, for example, on social media. In doing so you must take care not to suggest that you or your pitches/ products are endorsed, controlled or created by UPitch. You cannot use our intellectual property (including the UPitch stylised name or logo either on their own or in combination with another word or use the UPitch name in your social media profile name or photo) without our prior written consent.
Our use of your intellectual property rights
UPitch does not claim ownership of any content you upload to the platform, including pitches. However, by uploading content to the App, you hereby grant to us a non-exclusive, worldwide, royalty-free licence to use, store, copy, host and display any content, data or information (including trade marks and imagery) you provide to us on the App or through the Services for the purposes of operating the App or the Services, promoting the App or the Services whether on social media or through other channels, and distributing such information to other users of the App.
Except as stated above, we will not acquire any rights to your intellectual property rights.
14. Indemnification
By agreeing to these Terms and accessing the App (and Services therein), you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless UPitch, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, service providers, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “UPitch Parties”), from and against all claims, damages, awards, judgments, losses, liabilities, obligations, taxes, expenses (including, without limitation, attorneys’ fees and expenses), and costs, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) relating to:
· Your use or misuse of the App or any Services, including but not limited to any content which you upload to the App.
· any feedback you provide.
· your violation or breach of any term of these Terms or applicable law.
· your violation of the rights of or obligations to a third party, including another user or third party.
· your negligence or wilful misconduct.
You agree to promptly notify us of any Claims and cooperate with the UPitch Parties in relation to the same. You further agree that the UPitch Parties shall have control of the defence or settlement of any Claims.
15. Liability
Liability in these Terms means every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in these Terms limits any liability (whether yours or ours) which cannot legally be limited, including but not limited to liability for death, personal injury or fraud.
However, we will not be liable to you or any third party for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
· use of, or inability to use, the App;
· use of or reliance on any content displayed on the App; or
· any dispute arising between you and any other user or third party including but not limited to breach of confidentiality terms or breach of confidence.
In particular, we will not be liable for:
· loss of profits, sales, business or revenue;
· business interruption;
· loss of anticipated savings;
· loss of agreements or contracts; or
· any indirect or consequential loss.
Your access to and use of the App and the Services is at your own risk, which is made available to you on an “as is” basis. We make no warranty or representation of any kind, either express or implied, and disclaim all responsibility for whether the App or the Services used:
· will meet your requirements;
· will be available on an uninterrupted, timely, secure, or error-free basis; or
· will be accurate, reliable, complete, legal, or safe.
UPitch will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the App.
We also cannot guarantee the security of any data that you disclose online. No advice or information, whether oral or obtained from the UPitch Parties or through the App, will create any warranty or representation not expressly made herein. You accept the inherent security risks of providing information transacting over the internet and will not hold the UPitch Parties responsible for any breach of security.
Liability caps
Except in respect of liabilities that cannot be excluded pursuant to applicable law (which shall be uncapped), our total liability to you arising out of or in any way relating to these Terms, the Services or the App shall not exceed the greater of (a) £50 or (b) the amount received by UPitch (e.g. the applicable Fees) directly relating to the Service(s) that is the subject of the Claim.
16. Changes to these Terms
We will let you know via email and/or the App about any changes we make to these Terms (including the policies referred to in them), unless they are just editorial changes which do not alter the Terms' content or meaning.
We reserve the right to make changes to the Terms at any time. Normally we will give you at least 10 days' notice via email before such changes take effect. However, we will use our reasonable endeavours to give you more notice if a change we are making materially impacts upon your use of the App and/or the Services.
We will not be required to give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect UPitch, our service providers or other users from fraud, malware, spam, data breaches or other cybersecurity risks.
By your continued engagement on the App, after we have told you about any changes (other than a material change), you will be deemed to have agreed to those changes and they will take effect immediately.
17. General
Governing law
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Resolving disputes
You shall cooperate in good faith with us to resolve any dispute or claim arising out of, relating to or in connection with these Terms (a “Dispute”). If we are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by the other party, such Dispute shall be referred to and finally determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, except that you or UPitch may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement.
The number of arbitrators shall be one with such arbitrator being appointed in accordance with the International Arbitration Rules, and the seat of such arbitration shall be London, England.
Transfer of rights and obligations under these Terms
We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Terms.
You need to obtain our consent before you can transfer any of your rights and obligations under these Terms.
Entire agreement
These Terms (and the policies referred to in them) constitute the entire agreement between you and us in relation to the App and the Services.
Both you and we acknowledge that in entering into these Terms neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Both you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in these Terms.
Waiver of rights
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Invalidity of provisions
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
Third party rights
These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
Neither you nor we require the consent of any other person to rescind or vary these Terms.