Last updated: January 2026

‍Welcome to the website of Upside Financial Technologies Inc. ("Upside," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website at upside.financial (the "Website"), including our client portal, onboarding forms, and any related services, information, or content we provide (collectively, the "Services").

‍PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES. BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU AGREETO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE OR SERVICES.

1. About Upside Financial Technologies

1.1 What We Are: Upside Financial Technologies Inc. is a Canadian financial technology company that provides treasury management and cash optimization solutions for businesses with significant cash reserves. We help organizations achieve superior returns through secure cash management by connecting them with licensed financial service providers.

1.2 What We Are Not: Upside is not a bank, trust company, credit union, or investment adviser. We are a financial technology platform that facilitates access to treasury management services through partnerships with licensed service providers.

1.3 Our Partners: Our Services are delivered through partnerships with the following licensed service providers:
Investment Adviser: Bold Wealth Partners, a registered Portfolio Manager in Canada, provides portfolio management services and conducts suitability assessments for clients.
Custodian: National Bank Independent Network (NBIN) provides custody and banking services for client assets.
These partners are independent entities and are subject to their own regulatory requirements. Your use of their services will be governed by separate agreements with those entities.

2. Eligibility: The Website and Services are intended for use by businesses and their authorized representatives. By using the Website or Services, you represent and warrant that you are at least 18 years of age and have the legal authority to bind yourself or the entity you represent to these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

3. Client Onboarding and Account Access

3.1 Onboarding Process: You may submit an onboarding form through our Website to request to become a client of Upside. Submission of an onboarding form does not guarantee acceptance as a client. All prospective clients must complete a separate onboarding and suitability assessment conducted by Bold Wealth Partners, our Portfolio Manager partner, before services can be provided.

3.2 Client Portal: Approved clients will receive access to our client portal to view their portfolio and account information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account.

3.3 Accuracy of Information: You agree to provide accurate, current, and complete information during the onboarding process and to keep this information updated. Providing false, inaccurate, or incomplete information may result in denial or termination of services.

4. Services and Information

4.1 Informational Purposes: The information provided on this Website is for general informational purposes only and does not constitute financial, investment, legal, or tax advice. The content on the Website should not be relied upon as a basis for making any business, financial, or investment decisions. You should consult with qualified professionals before making any financial decisions.

4.2 No Guarantee of Results: While we strive to provide superior returns through our treasury management services, past performance is not indicative of future results. Investment returns are subject to market conditions and other factors beyond our control. We do not guarantee any specific investment returns or outcomes. All investments involve risk, including the possible loss of principal.

4.3 Third-Party Services: Our Services involve partnerships with Bold Wealth Partners and NBIN, as well as potential investments in securities including money market ETFs and investment-grade bonds. These third parties are independent entities, and we are not responsible for their acts or omissions except as expressly set forth in any service agreement between you and Upside. Your relationship with our partners will be governed by separate agreements.

5. Intellectual Property

5.1 Ownership: The Website and its entire contents, features, and functionality, including but not limited to all information, software, text, graphics, logos, images, and the design, selection, and arrangement thereof, are owned by Upside Financial Technologies Inc., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Limited License: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for its intended purposes in accordance with these Terms. This license does not include the right to collect, aggregate, copy, duplicate, display, or derivative use of the Website or any use of data mining, robots, or similar data-gathering and extraction tools.

5.3 Trademarks: "Upside," "Upside Financial Technologies," and related logos and marks are trademarks of Upside Financial Technologies Inc. You may not use these marks without our prior written permission.

6. Prohibited Uses: You agree not to use the Website or Services:
• In any way that violates any applicable federal, provincial, local, or international law or regulation
• To transmit any advertising or promotional material, including any "junk mail," "spam," or similar solicitation
• To impersonate or attempt to impersonate Upside, an Upside employee, another user, or any other person or entity
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website
• To attempt to gain unauthorized access to any portion of the Website, client portal, other accounts, computer systems, or networks
• To use any device, software, or routine that interferes with the proper working of the Website
• To introduce any viruses, Trojan horses, worms, or other material that is malicious or technologically harmful

7. Disclaimers

7.1 No Professional Advice: The information provided on this Website does not constitute professional financial, investment, legal, or tax advice. You should consult with qualified professionals before making any financial decisions. Any reliance you place on such information is strictly at your own risk.

7.2 "As Is" and "As Available": THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPSIDE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7.3 Investment Risks: ALL INVESTMENTS INVOLVE RISK, INCLUDING THE POSSIBLE LOSSOF PRINCIPAL. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. The value of investments may fluctuate due to market conditions, interest rate changes, and other factors. Investments in money market ETFs and bonds are subject to market risk, credit risk, and interest rate risk. You should carefully consider your investment objectives, risk tolerance, and financial situation before engaging our Services.

8. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPSIDE FINANCIAL TECHNOLOGIES INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES,AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSSOF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE OR SERVICES,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, ORANY OTHER LEGAL THEORY, EVEN IF UPSIDE HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.IN NO EVENT SHALL UPSIDE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO UPSIDE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLYTO YOU.

9. Indemnification: You agree to defend, indemnify, and hold harmless Upside Financial Technologies Inc., its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from your use of the Website or Services, your violation of these Terms, or your violation of any third-party rights.

10. Third-Party Links: The Website may contain links to third-party websites or resources. These links are provided for your convenience only. Upside has no control over the content of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.

11. Modifications to Terms: We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will notify you by posting the revised Terms on the Website with a new effective date. Your continued use of the Website or Services after the effective date of the revised Terms constitutes your acceptance of the changes. We encourage you to review these Terms periodically.

12. Modifications to Website and Services: We reserve the right to modify, suspend, or discontinue the Website or any part of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Website or Services.

13. Termination: We may terminate or suspend your access to the Website or Services, in whole or in part, at any time, with or without cause, with or without notice, effective immediately. Upon termination, your right to use the Website and Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Governing Law and Dispute Resolution

14.1 Governing Law: These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.2 Jurisdiction: You agree that any legal action or proceeding relating to these Terms or your use of the Website or Services shall be brought exclusively in the courts located in Toronto, Ontario, Canada. You irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein and waive any objection to venue in such courts.

15. General Provisions

15.1 Entire Agreement: These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Upside regarding your use of the Website and supersede all prior agreements and understandings.

15.2 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Upside's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment: You may not assign or transfer these Terms or your rights hereunder without Upside's prior written consent. Upside may assign these Terms without restriction.

15.5 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.

16. Contact Us: If you have any questions about these Terms of Service, please contact us at start@upside.financial.