UpApps UG (haftungsbeschänkt), with registered office in Wilhelm-Backhaus-Strasse 17, 50931 Cologne, Germany (hereinafter, “Upvising” or the “Company”, also referred to as “we”, “us”, “our” and similar) provides a platform (the “Platform”) and related services which enable users to connect with each other and enter into agreements to buy and sell services
Users of the Platform could be advisors willing to provide their professional services (“Advisor” or “Expert”), on one side, and founders of startups or small/new businesses seeking professional advices (“Startups” or “Founder”).
Please note that, we do not encourage any specific collaboration or particular investment choice among Members (as defined below). This Platform is aimed to offer its members a friendly environment to establish professional relationships and connections among them. Therefore, any future service relationship established between Members - who have been put in connection through the Platform - is a decision left to their personal and discretionary evaluation.
We are also not responsible for any agreement that Members may enter into between each other. Template agreements available through the Platform are provided to give a theoretical sample of how a relationship could be established, provided that such documents need to be validated case by case by Members. We are not responsible for the Contents (as defined below) and information therein. All Members agree to seek professional legal and tax advice before entering any agreement.
The Platform helps Founders and Advisors finding, matching and connecting with each other based on e.g. professional services, professional experience, country, industry and other preferences. (hereinafter, “Service”). Parties may choose different ways of collaboration as, inter alia, help with fundraising, introduction to VCs, Find Co-founders, Find board members and management advice etc.
By registering and creating an Upvising account (the “Account”) and by accessing or using our Service, whether through a mobile devices or computer, you agree to enter into a legally binding agreement with the Company and, therefore, you agree to be bound by:
(collectively, the “Agreement”).
If you do not accept and agree to be bound by all of the terms of this Agreement, please do not create an Account and/or do not use our Service.
We may make changes to this Agreement and to the Service from time to time. We may do this for a variety of reasons, including to reflect changes required by law, changes in business practices or to introduce new features. The most recent version of this Agreement will be published, and you are required to regularly check for the most recent version. The most recent version is the version that applies. If changes include material changes that affect your rights or obligations, we will notify you in advance by reasonable means, which could include notification through the Service or via email. If you object to any changes, you may close your Account. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement.
When you register and join the Service - should you be an Advisor/Expert or a Founder - you become a member (“Member”). Otherwise, if you have chosen not to register for our Service, you may access certain features as a visitor (“Visitor”). The Agreement apply both to Members and Visitors.
You must be eligible to enter into this Agreement and you must be at least 18 years of age to create an Account and use the Service. By creating an Account and using the Service, you represent and warrant that:
Upvising offers its Visitors and Members the possibility of creating a profile for the use of the services of the Upvising Platform (hereinafter, the "Platform") through the process specified in these Terms and Conditions.
To access to the services of the Platform it is necessary to have registered as a user of the Platform in one of the profiles that are established in the Platform:
All of the above shall also be collectively referred to as the "Members".
In this regard, the Member shall be responsible for:
An indispensable requirement for using the Upvising services is the creation of a Member Account (hereinafter referred to as the "Member Account"). Users of the Platform can register their Member Account by logging in to Upvising via LinkedIn. Once logged into the Platform, they must correctly fulfil all the details requested on the Platform's registration form, as well as the documents required in order to verify their accuracy.
Members must be of legal age to obtain a Member Account. It is assumed that by registering and activating an Account, this requirement is fulfilled.
Also, Members must have power of representation and obligation to their respective companies. Obtaining a Member Account confirms that the above requirement is fulfilled.
In order to complete the registration on the Platform, Upvising will require your personal and business information
Members will ensure that the Member Account will contain accurate and truthful information and will be updated as necessary.
In the circumstance that the Member registers with false information, or fails to provide the required documentation, they will not be able to access their Member Account. The use of third-party data without their prior consent is strictly forbidden. Upvising reserves the right to delete, amend or block public access to useless, incomplete or false information.
The status of "Startup Founders" (hereinafter "Founders") on the Upvising Platform is granted to the Members registered members who hold the status of founder or representative of a Startup company.
Through the Upvising Platform, Founders are provided with an environment of professional networking that facilitates the finding and establishment of synergies with Startup experts who provide all kinds of services in accordance with the needs of Startups at all stages of their development.
Upvising offers the following services to Founders:
Upvising reserves the right to introduce, update, modify or delete Services on the Platform.
The status of Expert or Professional Advisors (hereinafter, "Advisors") on the Upvising Platform is granted to registered Members , who offer professional services targeting the needs of Startups.
Through the Upvising Platform, Advisors are offered an environment of professional relationships that facilitates the research and establishment of synergies with Startups that require the provision of all types of services in line with it needs in all their development phases.
Upvising offers the following services for Advisors:
Upvising reserves the right to introduce, update, modify or delete services on the Platform.
Upvising offers through the Dashboard section, a search engine for Members (Founders and/or Advisors) that provides automated search results according to the features of the Member's profile.
The search engine offers the Members of the Platform through the section "Startups/Advisors for You" the list of Members that meet (i) the criteria predefined by the Member in their profile (ii) specific criteria entered by the Member in the search engine.
The Member will be able to access all the profiles resulting from the search by going to their Member's profile and viewing their profile information.
When the results are displayed, the Member will be able to contrast the different profiles obtained by means of a comparison table. In addition, instead of using the Platform's own filters, it will be possible to search using keywords.
By registering and creating an Account you become a Member and you agree:
The Account is provided by us on a free-of-charge basis
The Predefined Contract Templates Service involves the automated generation of Service Contracts through the Platform. This Service of the Platform offers Members the generation of simple contract templates that are self-formulating in accordance with the Founder and Advisor have agreed on the essential terms of the service.
The Platform contains a specific section where Founders and Advisors are provided with a simple and intuitive interface through which to enter the contractual formulas that conform to the Service Agreement agreed by the Members.
The Predefined Contract Templates Service allows Members to customise and negotiate the following contract clauses:
Members must use the Predefined Contracts Templates Service for lawful purposes only. Members shall not post or transmit through this Service any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, defamatory, invasive of privacy, image, or other personality rights, that is vulgar, obscene, profane, profane or otherwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or that, without Upvising's express prior written permission, contains commercial advertising.
Upvising does not offer legal services and is not a law firm, nor is it affiliated with or a substitute for any law firm. Upvising is not responsible for the content, use and effects that the Members wish to give to the document resulting from the Service and cannot guarantee its suitability for the particular interests of the Members.
The Members acknowledge that the resulting document is a Contractual Template and, consequently, undertake full responsibility for the use and effects of this Service. Upvising has no responsibility for the consequences of any errors or omissions that may exist in the auto-generation of the Templates.
In such consideration, it is the entire responsibility of the Members to consult professional advice before signing or acting on any matter relating to this document.
Within the Upvising Platform itself, the Chatroom tool (hereinafter, the "Chatroom") will be available, through which Members can connect with each other.
The Chatroom allows Members to exchange messages and establish synergies between them. Through the Chatroom, Members will be able to solve all the doubts that arise about the features and services offered by their StartUps and as Advisors, or any other doubts that cannot be solved with the information contained in the Platform.
The Member will be able to start a conversation through Chatroom from (i) the profile of the specific Member he/she wants to connect with or (ii) from the Dashboard section of the Platform.
The Chatroom shall be used solely and exclusively for business purposes. By accepting these Terms and Conditions, Members agree and declare to be aware that the use of the Chatroom for illicit uses such as sending SPAM, fraudulent links and/or content, attempted fraud, phishing or farming, encouraging or inciting violence, threatening or coercing other members, hate speech, among other illicit uses, is strictly prohibited and will lead to the immediate suspension of the Member's Account.
We aim to constantly improve the Service in order to give you additional functionality by adding new features, products and/or services or by removing old ones. If such improvements does not materially affect your rights or obligations, we may not provide you with previous notice.
You agree that we may suspend the Service entirely, for a limited period of time, in order to make improvements or for maintenance reasons.
The Company may also modify the prices of the Premium Account or of any additional products and services which could be purchased on the Service, granting you a reasonable notice to the extent allowed under applicable law.
By submitting suggestions or feedback to the Company regarding our Services, you agree that the Company may use and share such feedback for any purpose without compensating you.
Upvising services are integrated with applications, websites and services of third parties (Third Party Applications) to make their products, services and content available to Members. These Third-Party Applications may have their own Terms and Conditions of Use and Privacy Policies, which govern Users' use of them. Users understand and accept that Upvising is not responsible for any third-party services, applications or content, including but not limited to the behaviour, integrity, characteristics, timeliness, validity, copyright compliance, legality, quality or any other aspect contained in the Third-Party Applications used on the Platform, as well as any transaction outside the scope of activity of Upvising that may be carried out with the provider of such Third Party Applications.
Upvising makes Third Party Applications available to the Member solely for the convenience and integrity of the services. Member’s access and use these Third-Party Applications at their own risk and subject to the terms and conditions of such third parties.
Both the Company and Members can terminate this Agreement with notice, for any reason, by using the appropriate termination functions on their Account. Following the termination, you will lose the right to access your Account or Premium Account and the right to use the Service. Upon such termination, you will not be entitled to any refund of any kind.
The Company may terminate your Account or Premium Account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund of any kind.
The Company may, from time to time, offer to Members - should they have an Account or a Premium Account - additional products and services to be purchased (including, but not limited to, the service “Top Advisor”, “Top Startup”, “Individual Business Advice or “Independent Success Validation”).
If you choose to purchase an additional product or service, you will be prompted to confirm your purchase with the applicable payment provider and your method of payment (be it your credit/debit card or a third party account such as Paypal, Google Play or iTunes) will be charged for at the prices displayed to you for the products or services you have selected as well as any sales or similar taxes that may be imposed on your payments. You authorize the Company or the third-party account, as applicable, to charge you.
If you purchase an auto-recurring periodic subscription, your payment method will automatically continue to be charged for the subscription until you terminate or cancel the subscription. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing.
You may edit your payment method by using the appropriate functions on your Account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information, terminate or cancel your subscription, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. This may result in a change to your payment billing dates. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
If you want to change or terminate your subscription you will need to use the appropriate un-subscription procedure on your Account. Upon such termination, you will not be entitled to any refund of any kind.
You can get a copy of your invoice through your Account.
For the purposes of this Agreement, “Content” means any content, data, information, contact, document of any kind published and/or posted on the Platform by each Advisor/Expert and/or Founder.
You agree not to publish and/or post on the brief general description of your Account, should you be a Founder or an Advisor, personal contact (such as, but not limited to, telephone number, email, address) in order to be contacted avoiding the Service and the use of the Platform. You agree that the Company may review from time to your personal Content in order to hide and/or amend and/or remove your Content and/or personal contact.
By disclosing information and Contents on the Account or on our Platform you agree that others can see and use that information and Contents.
Our Services allow messaging and sharing of information in many ways. Information and Contents that you share or post will be seen by other Members, Visitors or others. Only where we have made settings available, you will have the possibility to choose who can see Contents or information.
The Company is not obligated to publish any information or Content on our Service and it can remove it also without previous notice.
Although the Company reserves the right to review and remove any Content or information that violates this Agreement or applicable law, such Content and/or information is the sole responsibility of the Member who has published it and the Company cannot guarantee that all Content and information will be truthful and will comply with this Agreement or with applicable law. If you see any Content or information on the Service that violates this Agreement or that does not reflect real data or information, please report it within the Service or through the following e-mail: spam@upvising.net.
You agree that any Content and information you publish on the Service will be viewed by others Members, Visitors and, in general, other users. Such Content or information also may be viewed by external individuals (such as individuals who may receive shared Content or information from other Members, Visitors or any other users). You agree that the Company will not be deemed responsible for such disclosure and you agree that in any way the Company represents or warrants to keep confidential any information or Content that you publish.
The Company encourages a respectful way to use the Service.
The Company is not responsible for the conduct of any Member, Visitor or other user inside or outside the Service. You agree to use caution in all interactions with other Members, particularly if you decide to communicate and share with them information or Content or meet them in person.
You agree not to provide sensitive data to other Members, Visitors or other users and, in any case, you are the sole responsible for the information and Content you decide to share and/or communicate to other Members, Visitors or other users (inside or outside the Service).
You are solely responsible for your interactions with other Members, Visitors or other users. You acknowledge that the Company does not conduct background checks on all of its Members, Visitors or other users or otherwise inquire into the background of them.
The Company makes no representations or warranties (i) as to the conduct of Members, Visitors or other users and (ii) as to Contents and information disclosed by them.
Members fully own all rights on the Contents and information published on their Accounts.
By creating an Account, you agree to grant a worldwide, transferable, sub-licensable and royal free right and non-exclusive license to use, reproduce, copy, modify, distribute, host, store, publish and process, information and Contents that you provide and make available through the Account and our Services without any further consent, notice and/or compensation to you or others.
The Company may edit and make format (such as translating or transcribing it, modifying the size, layout or file type or removing metadata) changes to your Contents
The Company’s license to your Contents and information is subject to your rights under applicable law.
You agree that we and our third-party partners may place advertising on the Platform and, for this purpose, you acknowledge the disclaimer under Article 13.5 below.
Should any Content or information include personal data it will be subject to our Privacy Policy.
You represent and warrant that you will only provide and publish information and Content that you have the right to share and that such information and Content will be truthful and will not breach any third party right. You also represent and warrant to only provide and publish Content or information that does not violate applicable laws.
You agree that the Company may access, store and disclose your Account information and Contents if required to do so by applicable law, by any authority or by performing its agreement with you.
All rights over the contents, design and source code of this Platform and, in particular, including but not limited to, all rights over the photographs, images, texts, logos, designs, brands, trade names, data included on the Platform and any other intellectual and industrial property rights are owned by Upvising, or by third parties who have expressly authorised Upvising to use them on the Platform.
Therefore, and by virtue of the provisions of the legislation on intellectual and industrial property and trademarks, the reproduction, transmission, adaptation, translation, distribution, public communication, including making available, of all or part of the contents of the Platform, on any support and by any technical means, is expressly prohibited, unless expressly authorised in writing by Upvising.
Upvising does not grant any licence or authorisation of use of any kind on its intellectual and industrial property rights or on any other property or right related to the Platform, and in no case shall access and browsing by the Members be understood as a remission, transmission, licence or total or partial transfer of these rights on the part of Upvising.
The use of the Upvising website for public or commercial purposes is therefore prohibited, and the content of the website may not be exploited, reproduced, distributed, modified, publicly communicated, transferred, transformed or used.
Any use of these contents not previously authorised by Upvising will be considered a serious breach of intellectual or industrial property rights and will give rise to the legally established responsibilities.
For the purposes of the Platform and for the use of the Services, the Member grants Upvising a non-exclusive licence, free of charge, for the entire world and for the duration of its contractual relationship with Upvising, to use the content and the data it submits on the Platform.
In particular, the Member authorises to display, distribute, publish, reproduce, represent, adapt, use and translate any content that he/she provides to Upvising, as well as to disseminate it via the Platform and any other communication protocol and to share it with the public and the Members.
Members agree to be compliance with the following rules which limit what they can and cannot do on our Services (the “Rules”):
Members are committed to make a lawful, diligent, honest and correct use of any information or content they have access to through the Platform, and all of this under the principles of good faith and respecting at all times the law in force and the present Terms and Conditions.
Access to and use of the Platform is strictly forbidden to minors without the express consent of their parents. Upvising is not responsible for the veracity and accuracy of the data filled in by the user and therefore cannot verify their age.
In particular, the Members undertake to:
Upvising reserves the right to terminate the membership of Members who misuse their User Account, carry out fraudulent acts or who harm or are likely to harm other Members.
In the event that Upvising detects any anomaly or if there are reasonable grounds to believe that a User is carrying out any fraudulent acts that contravene good faith and the present Terms and Conditions, UPVISING reserves the right to terminate the said User, including all those who have benefited directly or indirectly from this type of action, and may also take any legal action that may be appropriate.
In this regard, Upvising declares that it has set up the appropriate mechanisms to detect any possible fraudulent, anomalous or fraudulent action that may be intended to alter the general conditions for the use of the Member Account.
Upvising reserves the right not to grant Access to a Member Account when it has reasonable causes to believe that a User has breached these Terms and Conditions.
Neither Party shall be liable for total or partial non-performance or delay in the performance of its obligations under this contract caused by external causes beyond its control.
Force majeure causes are considered to be those that meet the characteristics expressed in the civil regulations and, in addition, all cases that were beyond the control of the Parties.
The Service cannot guarantee and is not responsible for the truthful and for the compliance with law or with this Agreement of the Content and/or information about Members and their Accounts. By using the Service you may encounter other Member’s Contents or information that might be inaccurate, incomplete, misleading or illegal. The Company generally does not review Content provided by our Members or others. You agree that we are not responsible for others’ (including other Members’) Contents or information. Your use of Members’ Contents and information on our Services is at your own risk.
The Service may help Members to make connection between them. We do not encourage any collaboration or investment choice among the Members and, therefore, any relationship established between Members - who have been put in connection through the Service - is a decision left to their personal and discretionary evaluation. We are also not responsible for any agreement that Members may enter into between each other. Template agreements available through the Platform are provided to give a theoretical sample of how a relationship could be established, provided that such documents need to be validated case by case by Members. We are not responsible for the Contents and information therein.
We do not guarantee the professionalism of the service that may be provided by the Advisors/Experts or Startups nor their specific skills. You acknowledge that the Company does not supervise, direct, control or monitor Advisors/Experts or Startups in the performance of their services. We also do not give any kind of guarantee on Founders.
The Company makes no representation or warranty about the Service, including any representation that the Service will be uninterrupted or error-free. The Company provides the Service (including Contents and information) on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, the Company grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Service.
The Service may contain advertisements and promotions of services and products offered by third parties and links to other web sites or resources. The Company is not responsible for such external websites or resources. If you choose to interact with third parties made available through our Platform, such party’s terms will govern their relationship with you. The Company is not responsible or liable for such third parties’ terms or actions.
To the fullest extent permitted by applicable law, the Company will not be liable in connection with this Agreement for loss of profits or lost business opportunities, reputation, loss of data or any indirect, incidental, consequential, special or punitive damages.
In no event will the Company’s aggregate liability towards you - for all claims relating to the Service - exceed the amount paid, if any, by you to the Company for the Service while you have an Account or a Premium Account.
Upvising does not provide any guarantee nor is it responsible, under any circumstances, for damages of any kind that may arise from the use of the Platform by the Client.
Amongst others, and by way of example and without limitation, Upvising accepts no liability for:
In any case, Upvising undertakes to solve any problems that may arise and to offer all the necessary support to the User in order to reach a rapid and satisfactory solution to the incident.
You agree to the extent permitted under applicable law to indemnify, defend and hold the Company harmless - including, but not limited to, its officers, directors, agents and employees - from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees, due to, arising from or related to your use of the Service, your Content or your breach of this Agreement.
Members shall hold harmless and exonerate Upvising from all damages, liability and expenses that may arise as a result of third-party claims against Upvising, and/or its officers and/or representative and/or employee from any charges, extrajudicial claims or demands, including, but not limited to legal expenses incurred, resulting from any improper use of the services that Upvising provides or in violation of these Terms and Conditions.
Upvising will promptly notify them of any claim, action or proceeding through the details they themselves have provided at the time of registration for the services that the Upvising Platform offers. By accepting these Terms and Conditions, Members acknowledge and accept that Upvising has no direct or indirect liability in relation to the services contracted between the User and third parties.
Upvising respects the privacy of its Members and will ensure that personal data is processed in accordance with current legislation.
For further information on Upvising's privacy policy, please visit the following link: https://Upvising.net/privacy
Conflicts of interest shall be understood as all circumstances that constitute or may give rise to a conflict with a possible prejudice or loss of benefit, for a member or plurality of members of the Upvising Platform or a benefit for a Member of the Platform or for Upvising, omitting to the impartial and objective execution of the services and the Terms of Service between Founder and Advisor.
Upvising shall take all necessary measures to avoid any situation of Conflict of Interest in the provision of the Services through the Upvising Platform, its associated services or a combination of both.
To the maximum extend of applicable law, all issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of the Agreement shall be governed by and construed in accordance with German laws.
All disputes concerning the validity, interpretation, enforcement, performance and termination of the Agreement shall be submitted to the jurisdiction of the Court of Colonia (Germany). It being understood between the Parties that You agree to use the Platform as a professional for Your business activity and not as a consumer.
Pursuant to the provisions of Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on the settlement of consumer disputes online, Upvising informs you that, in the event of a dispute, Members residing in the European Union may use the "Online Dispute Resolution Platform" developed by the European Commission, in order to attempt to settle out of court any dispute arising from the provision of services by Upvising.
The Member can access the "Online Platform for Dispute Resolution" through the following link: http://ec.europa.eu/consumers/odr/
Upvising may translate these Terms and Conditions or any other policy that may be published on the Platform. The English version shall prevail in case of conflict with other translations.
Validity. The Terms and Conditions that are published at the time the User accesses the Upvising Platform are understood to be in force. These Terms and Conditions shall remain in force and binding on the User and Upvising until terminated by the parties.
Partial invalidity. If, at any time, any provision under this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or unenforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
Remedies and waivers. No failure to exercise, nor any delay in exercising any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
Service Availability. The Platform is provided "AS IS", "AS AVAILABLE" and with all faults and defects, without warranty of any kind. Upvising, on behalf of itself and its affiliates, licensors and service providers, to the fullest extent permitted by applicable law, expressly disclaims all express, implied, statutory or other warranties of any kind with regard to the Platform, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, or which may arise in the course of performance, use, dealing or trade practice. Without limiting the foregoing, Upvising makes no warranty, commitment, representation or guarantee that the Platform will meet your requirements or needs, achieve the expected results, be compatible or work with any other software, application, system or service, operate uninterruptedly, meet performance or reliability standards, be error-free and/or that errors and bugs that may arise will be corrected.
Furthermore, neither Upvising nor its suppliers represent or warrant, expressly or impliedly: (i) the operation or availability of the Platform, its information, content or materials and products included therein; (ii) that the Platform will be uninterrupted and error-free; (iii) the accuracy, reliability or currency of any information or content provided through the Platform; or (iv) that the Platform, its servers, content, or emails sent from or on behalf of Upvising are free of viruses, scripts, Trojan horses, computer worms, malware or malicious software, time bombs and other harmful components.
UpApps UG (haftungsbeschänkt), Wilhelm-Backhaus-Strasse 17, 50931 Cologne, Germany