Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Mindcom Media Ltd ("Company," "we," "us," or "our"), a company registered in England and Wales with its registered address at 5 Market Street, North Walsham, Norfolk, United Kingdom, governing your access to and use of the Upside platform, including any related websites, applications, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding agreements
• Not be prohibited from using the Service under applicable laws
• Provide accurate and complete registration information

If you are using the Service on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

3. Account Registration

To access certain features of the Service, you must create an account. When creating an account:

• You must provide accurate, current, and complete information
• You must maintain and promptly update your account information
• You are responsible for maintaining the confidentiality of your login credentials
• You are responsible for all activities that occur under your account
• You must notify us immediately of any unauthorised use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or contain false information.

4. Description of Service

Upside is a platform that connects content creators ("Creators") with brands and advertisers ("Brands") for user-generated content (UGC) partnerships. The Service enables:

• Brands to create campaigns and invite Creators to submit content
• Creators to submit video content for brand campaigns
• Publishing of approved content as advertisements on social media platforms (including Meta/Facebook and Instagram)
• Tracking of advertising performance and attribution
• Calculation and processing of performance-based commissions
• Integration with third-party platforms including Meta (Facebook/Instagram)

5. Creator Terms

If you register as a Creator, you agree to:

5.1 Content Submissions

• Submit only original content that you have created and own
• Ensure your content complies with campaign requirements and guidelines
• Not infringe any third-party intellectual property rights
• Comply with all applicable laws and platform policies
• Disclose any material connections with brands as required by law (e.g., ASA/CMA guidelines in the UK, FTC guidelines in the US)

5.2 Licence Grant

By submitting content to the Service, you grant Brands a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, publish, and distribute your content for advertising and promotional purposes as specified in the campaign terms.

5.3 Commissions and Payments

• Commissions are calculated based on the terms specified in each campaign
• Commission rates may include percentage of ad spend, per-conversion payments, or flat fees
• A platform fee is deducted from gross commissions (creator-specific override, brand default, or 10% global default)
• Payments are processed monthly, typically finalised on the 4th of each month
• Payments are made via Stripe; you are responsible for providing accurate payment information and completing Stripe onboarding
• You are responsible for any taxes owed on earnings
• Minimum payout thresholds may apply

5.4 Instagram Connection

• You must connect an Instagram Business or Creator account (personal accounts are not supported)
• Your Instagram user ID and username are used to enable partnership/branded content ads
• You may disconnect your Instagram account at any time through your profile settings

6. Brand Terms

If you register as a Brand, you agree to:

6.1 Campaign Creation

• Provide accurate campaign information and requirements
• Clearly specify commission structures and payment terms
• Review and respond to Creator submissions in a timely manner
• Honour commission agreements for approved content

6.2 Meta Platform Integration

• You authorise Upside to access your Meta ad account, Facebook Pages, and linked Instagram accounts via OAuth
• You authorise Upside to create, manage, and monitor ads in your ad account on your behalf
• You are responsible for ensuring your ad account is in good standing and has sufficient budget
• You must comply with Meta's Advertising Policies for all ads run through the Service
• You may disconnect your Meta account at any time through your settings

6.3 Content Usage

• Use Creator content only as authorised in campaign terms
• Ensure advertisements comply with platform policies and applicable laws
• Properly attribute content when required
• Not use content in a manner that defames or misrepresents Creators

6.4 Payments

• Maintain sufficient funds to cover Creator commissions
• Pay platform fees as specified in your agreement
• Provide accurate billing information

7. Third-Party Platform Integration

The Service integrates with third-party platforms including Meta (Facebook/Instagram). By connecting your accounts:

• You authorise us to access and use your account data as described in our Privacy Policy
• You agree to comply with the terms and policies of those platforms
• You understand that platform features may change or become unavailable
• You are responsible for maintaining your platform accounts in good standing
• You acknowledge that Meta may revoke or limit API access, which could affect Service functionality

We are not responsible for the actions or policies of third-party platforms, and their terms of service apply to your use of their services.

8. Platform Fees

• Upside charges a platform fee on Creator commissions
• The fee is determined by: (1) a creator-specific override if set, (2) a brand-level default if set, or (3) 10% of gross commission as a global default
• Platform fees are deducted automatically before Creator payouts
• Fee structures may be updated with reasonable notice

9. Prohibited Conduct

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Submit false, misleading, or fraudulent information
• Upload content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Infringe intellectual property rights of others
• Engage in fraudulent activity, including fake engagement or fraudulent conversions
• Attempt to manipulate performance metrics or commission calculations
• Use automated systems or bots to access the Service
• Interfere with or disrupt the Service or servers
• Circumvent any security or access controls
• Collect user information without authorisation
• Use the Service for any illegal or unauthorised purpose

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including its design, features, content, and technology, is owned by Mindcom Media Ltd and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

10.2 Your Content

You retain ownership of content you submit to the Service. By submitting content, you grant us a licence to host, display, and distribute your content as necessary to provide the Service.

10.3 Feedback

Any feedback, suggestions, or ideas you provide about the Service may be used by us without obligation to you.

11. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected
• Third-party platforms will remain available or compatible
• Ad performance data from Meta will be complete or accurate at all times

12. Limitation of Liability

To the maximum extent permitted by law, Mindcom Media Ltd and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or in connection with these Terms or the Service.

Our total liability shall not exceed the greater of (a) the amount you paid to us in the twelve months prior to the claim, or (b) one hundred pounds (£100).

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Mindcom Media Ltd and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Your content or conduct
• Any ads created or run through your account via the Service

14. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. You may terminate your account at any time by contacting us.

Upon termination:

• Your right to use the Service will immediately cease
• Outstanding commissions will be paid according to our standard payout schedule
• We may retain certain information as required by law or for legitimate business purposes (see our Privacy Policy for retention periods)
• Provisions that by their nature should survive termination will survive

15. Dispute Resolution

Any disputes arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of a recognised arbitration body, except that either party may seek injunctive relief in court for violations of intellectual property rights.

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action or representative proceeding.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, except where mandatory consumer protection laws of your country of residence provide otherwise.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Service and updating the "Last updated" date. Your continued use of the Service after changes constitutes acceptance of the modified Terms.

18. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions will remain in effect.
• Waiver: Our failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign these Terms freely.
• Notices: We may provide notices through the Service, email, or other reasonable means.
• Force Majeure: We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control.

19. Contact Information

For questions about these Terms, please contact us: