Upside Systems LLC · Last Updated: October 17, 2026

Welcome to Upside Systems LLC ("Upside Systems," "we," "our," or "us"). These Terms of Use ("Terms") govern your access to and use of www.upside-esg.com (the "Site") and any services, content, or features we provide through it.

By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, please do not use the Site.

The Site is intended for business users. You must be at least 16 years old and able to form a binding contract to use the Site. By using the Site, you represent that you meet these requirements and that any information you provide is accurate and complete.

You agree to use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Site in any way that violates applicable law or regulation;
• Attempt to gain unauthorized access to the Site, its systems, or related networks;
• Interfere with or disrupt the operation, security, or integrity of the Site;
• Use automated means to access, scrape, or collect data from the Site without our prior written consent; or
• Use the Site to transmit harmful code, malware, or other disruptive content.

The Site and its contents, including text, graphics, logos, methodologies, software, and other materials, are owned by or licensed to Upside Systems and are protected by intellectual property laws. Our proprietary methodologies, frameworks, and systems remain our exclusive property. You may view and use the Site for your own internal, non-commercial reference purposes.

You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any part of the Site without our prior written consent.

The Site may describe services we offer. Any specific engagement is governed by a separate written agreement between you and Upside Systems. In the event of a conflict between these Terms and a signed services agreement, the signed agreement controls with respect to that engagement.

Information on the Site is provided for general informational purposes and does not constitute a binding offer, professional advice, or a guarantee of specific results.

Where fees apply to services, the amount, scope, and payment terms will be set out in the applicable engagement agreement. Unless otherwise stated in writing, fees are non-refundable once work has commenced.

Our services and the Site may reference, integrate with, or link to third-party tools, platforms, and websites that we do not own or control. We are not responsible for the content, availability, performance, or practices of any third party. Your use of third-party services is subject to their own terms and policies, and you are responsible for maintaining any subscriptions or accounts those services require.

The Site and its contents are provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, secure, or free of harmful components, or that any information on the Site is accurate, complete, or current.

To the fullest extent permitted by law, Upside Systems and its members, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of or inability to use the Site or services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Site will not exceed the amount you paid us, if any, for access to the Site during the twelve months preceding the event giving rise to the claim.

You agree to indemnify, defend, and hold harmless Upside Systems and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Site, your violation of these Terms, or your violation of any rights of a third party.

Your use of the Site is also governed by our [Privacy Policy] and our [Cookie Policy], which are part of these Terms. The Privacy Policy explains how we collect and use your information. The Cookie Policy explains the cookies we use and how to change your choices at any time using the "Cookie settings" link in the footer.

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including if we believe you have violated these Terms. Provisions that by their nature should survive termination will survive, including intellectual property, disclaimers, limitation of liability, and indemnification.

These Terms are governed by the laws of the State of Connecticut, without regard to its conflict of laws principles. You agree that any dispute arising out of or relating to these Terms or the Site will be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut, and you consent to personal jurisdiction in those courts.

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date above and, for material changes, provide additional notice where appropriate. Your continued use of the Site after changes take effect constitutes acceptance of the updated Terms.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision will not be considered a waiver of that right or provision.

Upside Systems

1414 Glenbrook Road

Suite 4

Unit 1414

Stamford, CT 06906

Email: [[privacy@upside-esg.com]](mailto:privacy@upside-esg.com)