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Upside Financial Technologies Inc.

Terms of Service

Last updated July 22, 2026 · Contact: hello@upsidepr.ai

These Terms of Service (the "Terms") are a binding agreement between Upside Financial Technologies Inc. ("Upside," "we," "us," or "our"), a corporation existing under the laws of Canada with its principal place of business in Toronto, Ontario, and the entity that registers for or uses the Upside PR service ("Customer," "you," or "your"). The Terms govern access to and use of the Upside PR client portal, the analysis, comment, and rewrite services delivered through it, associated onboarding deliverables such as baseline reports and voice profiles, and any related services we provide (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I AGREE," CREATING AN ACCOUNT, SUBMITTING PAYMENT, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE IN SECTION 1.3. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

THE SERVICE PRODUCES DRAFTS AND ANALYSIS FOR YOUR INTERNAL REVIEW ONLY. IT DOES NOT PROVIDE DISCLOSURE, LEGAL, INVESTMENT, OR TECHNICAL ADVICE, AND NOTHING IT PRODUCES SHOULD BE RELEASED PUBLICLY WITHOUT REVIEW BY YOUR OWN LEGAL COUNSEL AND, WHERE APPLICABLE, YOUR QUALIFIED PERSON. SEE SECTIONS 5 AND 12.

1. The Agreement

1.1 The Parties. The Service is offered only to businesses. The individual accepting these Terms represents and warrants that they are at least 18 years of age, that they are an authorized representative of the Customer, and that they have authority to bind the Customer to these Terms. There are no consumer users of the Service.

1.2 Order of Precedence. If Upside and Customer execute a separate written order form, engagement letter, or master services agreement covering the Service (an "Order Form"), the Order Form governs to the extent of any conflict with these Terms. Otherwise these Terms, together with the documents in Section 1.3, are the complete agreement.

1.3 Incorporated Documents. The following documents are incorporated into and form part of these Terms:

1.4 Definitions.

2. The Service

2.1 What the Service Is. Upside PR is a software platform through which Customer submits draft press releases and receives evidence-informed analysis, inline comments, and rewritten or redlined drafts. The Service's suggestions are informed by the Evidence Base, which measures historical associations between press release characteristics and market reactions. The Service also provides onboarding deliverables (a baseline report and a voice profile) and a history view of Customer's past releases.

2.2 What the Service Is Not. Upside is a financial technology company. In providing the Service, Upside is not, and does not act as, any of the following, and Customer agrees it will not treat the Service as a substitute for any of the following:

2.3 Human Review Is Mandatory. The Service is a drafting and analysis aid. Customer is solely responsible for the content, accuracy, completeness, and regulatory compliance of everything it discloses publicly. Customer agrees that it will subject any Output it intends to use in public disclosure to review and approval by Customer's own management, legal counsel, and, where the disclosure involves scientific or technical information, Customer's Qualified Person, before release. Every export from the Service carries a legend to this effect, and removal of the legend does not change Customer's obligations under this Section.

2.4 Modifications. We may modify the Service from time to time, including adding, altering, or removing features, provided the modifications do not materially degrade the core function of the Service during a paid subscription period.

3. Accounts and Authorized Users

3.1 Account. Customer's account is established for a single legal entity and its issuer profile (ticker, exchange, projects). Affiliates, subsidiaries with separate listings, and unrelated entities require separate accounts unless otherwise agreed in an Order Form.

3.2 Authorized Users. Only Authorized Users may access the Service. Customer is responsible for all activity under its account and its Authorized Users' credentials, for maintaining the confidentiality of credentials, and for promptly deprovisioning individuals who leave Customer or no longer require access. Customer will notify Upside immediately of any suspected unauthorized access.

3.3 Accuracy. Customer will provide accurate, current, and complete information at onboarding and keep it updated. The Service's analysis depends in part on this information, and Upside is not responsible for Output deficiencies attributable to inaccurate or incomplete information provided by Customer.

4. Fees, Billing, and Term

4.1 Fees. The Service is provided on a subscription basis at the price stated at signup or in an Order Form. Pricing is tiered by the exchange on which Customer's securities are principally listed, as displayed at purchase. If Customer's listing venue changes (for example, graduation from TSXV to TSX), the tier applicable to the new venue applies from the first renewal following six months after the change, unless otherwise agreed in an Order Form. Fees are exclusive of applicable taxes (including GST/HST), which Customer is responsible for, other than taxes on Upside's income.

4.2 Billing. Subscriptions are billed monthly in advance to the payment method on file, processed by our third-party payment processor. Upside does not store full payment card numbers. Customer authorizes recurring charges until cancellation.

4.3 Term and Cancellation. Subscriptions renew automatically each month. Customer may cancel at any time through the portal or by written notice; cancellation takes effect at the end of the then-current billing period. Fees are non-refundable, and no refunds or credits are provided for partial months, except where required by law or expressly agreed.

4.4 Price Changes. We may change subscription pricing on at least 30 days' notice. Changes take effect at Customer's next renewal after the notice period.

4.5 Suspension. We may suspend access for non-payment, for material breach of these Terms or the AUP, or where continued provision would create a security, legal, or regulatory risk. Where practicable we will give notice and an opportunity to cure before suspension.

5. Customer Content, MNPI, and Confidentiality

5.1 Customer Owns Customer Content. As between the parties, Customer owns all right, title, and interest in Customer Content. Customer grants Upside a limited, non-exclusive, non-transferable (except under Section 15.4) licence to host, process, transmit, display, and create derivative works of Customer Content solely (a) to provide, maintain, secure, and support the Service for Customer; and (b) as otherwise instructed by Customer. This licence terminates upon deletion of the relevant Customer Content in accordance with the Data Policy.

5.2 No Training on Customer Content. Upside will not use Customer Content, or Output derived from Customer Content, to train or fine-tune machine learning models, whether its own or any third party's, and will not permit any subprocessor to do so. Aggregated, de-identified usage metrics that contain no Customer Content (for example feature usage counts and latency statistics) are not Customer Content.

5.3 MNPI Acknowledgment. The parties acknowledge that draft press releases and related Customer Content will ordinarily constitute MNPI of Customer until publicly disclosed. Upside will treat all non-public Customer Content as MNPI and as Customer's Confidential Information, will restrict access to personnel who require it to provide or support the Service, and maintains internal policies prohibiting its personnel and contractors from trading in the securities of any customer while in possession of that customer's MNPI and from tipping or otherwise misusing it. The technical safeguards applicable to MNPI, including zero-data-retention processing of drafts by model infrastructure, tenant isolation, and scheduled purge, are set out in the Data Policy.

5.4 Customer's Authority Over Content. Customer represents and warrants that it has all rights and authorizations necessary to submit Customer Content to the Service, including any third-party materials contained in it, and that its submission and Upside's processing as described in these Terms and the Data Policy will not violate applicable law (including securities laws relating to selective disclosure), any contract, or any third party's rights. Customer is solely responsible for its own compliance with its disclosure obligations, insider trading policies, blackout periods, and confidentiality obligations to third parties.

5.5 Mutual Confidentiality. Each party will protect the other party's Confidential Information with at least the same degree of care it uses for its own similar information, and no less than reasonable care, will use it only to perform under these Terms, and will not disclose it except to personnel and advisers bound by confidentiality obligations at least as protective as this Section. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, and in Customer's case includes all non-public Customer Content and Output. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient without restriction before disclosure, is received from a third party without breach of an obligation, or is independently developed without use of the discloser's Confidential Information. A party may disclose Confidential Information to the extent required by law, regulation, or court or regulatory order, and where legally permitted will give the other party prompt notice so it may seek protective treatment. These obligations survive for five years after termination, and for MNPI, until the information is publicly disclosed by Customer or ceases to be material.

6. Output

6.1 Customer Owns Output. As between the parties, and upon payment of applicable fees, Upside assigns to Customer all of Upside's right, title, and interest in the Output generated for Customer. Output is provided for Customer's internal business use in preparing its own disclosure and communications.

6.2 Non-Exclusivity. Customer acknowledges that the Service relies on common methodologies and the Evidence Base, that similar prompts or drafts from other customers may produce similar output for those customers, and that nothing in these Terms restricts Upside from serving other customers, including competitors of Customer, provided Upside honours Section 5 and the tenant isolation commitments in the Data Policy.

6.3 No Reliance. Output is generated with the assistance of large language models and statistical analysis of historical data. It may contain errors, omissions, or statements that appear plausible but are inaccurate, and historical associations in the Evidence Base are directional findings about past market behaviour, not predictions or guarantees of future market reaction. Upside does not warrant that any Output is accurate, complete, compliant with any law or stock exchange policy, or fit for public release. Customer's sole mechanisms for addressing unsatisfactory Output are the iteration features of the Service and Section 4.3.

7. Upside Intellectual Property

7.1 The Service and Evidence Base. Upside and its licensors own all right, title, and interest in the Service, the Evidence Base, the software, models, prompts, interfaces, and all related intellectual property, and all improvements to them, including improvements informed by aggregated, de-identified usage of the Service (but not by Customer Content, per Section 5.2). No rights are granted to Customer except as expressly set out in these Terms.

7.2 Licence to Customer. Upside grants Customer a limited, non-exclusive, non-transferable licence during the subscription term for its Authorized Users to access and use the Service for Customer's internal business purposes, subject to these Terms and the AUP.

7.3 Feedback. If Customer provides suggestions or feedback about the Service, Upside may use them without restriction or obligation, provided doing so does not identify Customer or disclose Customer's Confidential Information.

7.4 Trademarks and Publicity. Neither party may use the other's names, logos, or marks without prior written consent. Upside will not identify Customer as a customer in marketing materials without Customer's prior written consent (email sufficient).

8. Acceptable Use

Customer and its Authorized Users will comply with the AUP. Without limiting the AUP, Customer will not use the Service or any Output to create, disseminate, or facilitate disclosure that Customer knows or ought reasonably to know is false, misleading, or manipulative, and will not submit third-party MNPI that Customer is not authorized to share with its service providers.

9. Third-Party Services and Subprocessors

The Service is hosted on third-party cloud infrastructure and uses third-party services, including large language model infrastructure operating within Upside's own cloud environment under zero-data-retention controls, as described in the Data Policy. The Data Policy lists current subprocessors and describes the notice mechanism for changes. Customer acknowledges that portions of the Service, including model inference, are performed on infrastructure located in the United States, as further described in the Data Policy and Privacy Policy.

10. Term, Termination, and Data Return

10.1 Termination for Cause. Either party may terminate these Terms on written notice if the other party materially breaches them and fails to cure within 30 days of notice (or immediately for a breach of Section 5 or the AUP that is incapable of cure), or if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

10.2 Effect of Termination. Upon expiry or termination: (a) Customer's access to the Service ceases at the end of the paid period (or immediately, on termination for Customer's uncured breach); (b) Customer may export its Output and Customer Content through the portal before the end of access; and (c) Upside will delete Customer Content and Output in accordance with the deletion and purge schedule in the Data Policy. Sections 5, 6.3, 7, 11, 12, 13, 14, and 15 survive termination, along with any other provision that by its nature should survive.

11. Disclaimers

11.1 No Professional Advice. OUTPUT AND ALL OTHER INFORMATION PROVIDED THROUGH THE SERVICE ARE FOR CUSTOMER'S INTERNAL INFORMATIONAL AND DRAFTING PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, DISCLOSURE, INVESTMENT, FINANCIAL, TECHNICAL, OR TAX ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS PUBLIC DISCLOSURE AND ITS COMPLIANCE WITH APPLICABLE SECURITIES LAWS, STOCK EXCHANGE POLICIES, AND NATIONAL INSTRUMENT 43-101 OR ANY SIMILAR INSTRUMENT.

11.2 As Is. THE SERVICE, THE EVIDENCE BASE, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UPSIDE DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO ADVICE OR INFORMATION OBTAINED FROM UPSIDE OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11.3 Security. UPSIDE IMPLEMENTS THE INDUSTRY-STANDARD SAFEGUARDS DESCRIBED IN THE DATA POLICY, INCLUDING ENCRYPTION IN TRANSIT AND AT REST, TENANT ISOLATION, AND ZERO-DATA-RETENTION MODEL PROCESSING. HOWEVER, NO METHOD OF TRANSMISSION, PROCESSING, OR STORAGE IS COMPLETELY SECURE, AND, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, UPSIDE DOES NOT WARRANT OR GUARANTEE THAT SECURITY INCIDENTS, UNAUTHORIZED ACCESS, OR DATA LOSS WILL NOT OCCUR. CUSTOMER'S REMEDIES IN CONNECTION WITH ANY SECURITY INCIDENT OR DATA LOSS ARE SUBJECT TO SECTION 13.

12. Customer Responsibility for Disclosure

Customer acknowledges and agrees that: (a) Customer makes all decisions concerning whether, when, and in what form to publish any disclosure; (b) Upside has no ability or obligation to file, publish, or disseminate anything on Customer's behalf; (c) any compliance flags or observations raised by the Service are non-exhaustive drafting aids, and their absence is not a representation that a draft is compliant; and (d) Upside will have no liability arising from Customer's public disclosure, including disclosure that incorporates Output in whole or in part.

13. Limitation of Liability

13.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, OR FOR ANY DECLINE IN THE MARKET PRICE OR TRADING VOLUME OF ANY SECURITY, OR ANY CLAIM BY ANY SHAREHOLDER, INVESTOR, REGULATOR, OR EXCHANGE ARISING FROM CUSTOMER'S DISCLOSURE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSIDE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING CLAIMS RELATING TO SECURITY INCIDENTS, DATA LOSS, OR UNAUTHORIZED DISCLOSURE OF CUSTOMER CONTENT, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO UPSIDE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions. Section 13.1 and 13.2 do not apply to (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 14.1; (c) a party's fraud or wilful misconduct; or (d) liability that cannot be limited under applicable law.

13.4 Basis of the Bargain. The parties agree that the fees reflect the allocation of risk in this Section 13, that the Service's flat monthly pricing would not be commercially feasible without it, and that each limitation applies even if a limited remedy fails of its essential purpose.

13.5 Claims Period. No claim arising out of these Terms or the Service may be brought more than two years after the party bringing the claim knew or ought to have known of the facts giving rise to it, to the extent this limitation is permitted by applicable law.

14. Indemnification

14.1 By Customer. Customer will defend, indemnify, and hold harmless Upside, its affiliates, and their respective directors, officers, employees, agents, and licensors from and against all third-party claims, actions, investigations, and proceedings, and all resulting damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) Customer Content, including any allegation that it infringes or misappropriates third-party rights or was submitted without necessary authority; (b) Customer's public disclosure or other use of Output, including any claim by a shareholder, investor, regulator, or exchange relating to disclosure that incorporates or was informed by Output; (c) Customer's or an Authorized User's breach of these Terms, the AUP, or applicable law, including securities law; or (d) Customer's violation of any third party's rights.

14.2 By Upside. Upside will defend Customer against any third-party claim alleging that the Service itself (excluding Customer Content, Output to the extent based on Customer Content or Customer instructions, and any combination of the Service with items not provided by Upside) infringes a Canadian or United States patent, copyright, or trademark, and will indemnify Customer for damages finally awarded or amounts agreed in settlement of that claim. If such a claim arises or appears likely, Upside may procure the right for Customer to continue using the Service, modify or replace the Service so it is non-infringing, or terminate the affected subscription and refund prepaid unused fees. This Section states Upside's entire liability, and Customer's exclusive remedy, for infringement claims.

14.3 Procedure. The indemnified party will give prompt notice of the claim, grant the indemnifying party sole control of the defence and settlement (provided any settlement fully releases the indemnified party and imposes no admission or obligation on it), and provide reasonable cooperation at the indemnifying party's expense.

15. General

15.1 Governing Law and Venue. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Toronto, Ontario for all disputes arising out of or relating to these Terms or the Service, and waive any objection to venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Changes to These Terms. We may update these Terms and the incorporated documents from time to time. For material changes we will give at least 30 days' notice through the portal or by email, and the changes take effect at Customer's next renewal after the notice period. Customer's continued use of the Service after the effective date constitutes acceptance. If Customer objects to a material change, its remedy is to cancel under Section 4.3 before the change takes effect.

15.3 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, labour disputes, internet or utility failures, denial of service attacks, acts of government, and failures of third-party providers, provided the affected party uses reasonable efforts to mitigate.

15.4 Assignment. Customer may not assign these Terms without Upside's prior written consent, not to be unreasonably withheld. Upside may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, with notice to Customer.

15.5 Notices. Notices to Upside must be sent to hello@upsidepr.ai. Notices to Customer may be given through the portal or to the email addresses associated with Customer's account and are deemed received when sent.

15.6 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

15.7 Severability; Waiver; Entire Agreement. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. These Terms, the incorporated documents, and any Order Form are the entire agreement between the parties concerning the Service and supersede all prior and contemporaneous agreements and understandings on that subject.

15.8 Language. The parties have expressly required that these Terms and all related documents be drafted in English. Les parties ont expressément exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

15.9 Contact. Questions about these Terms: hello@upsidepr.ai.