PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

What’s in these terms?

These terms tell you the rules for using the information, services and materials (online content and courses) provided through our websites https://uppercent.com/ and https://learn.uppercent.com/ (our site), including you visiting and browsing our site (being a visitor) and registering for membership (a member).

Who we are and how to contact us

https://uppercent.com/ is a site operated by Improveu Limited (“We”). We are registered in England and Wales under company number 13768346 and have our registered office at 128 City Road, London, United Kingdom, EC1V 2NX. 

We provide access to exclusive courses from leading instructors across various fields.

To contact us, please email hello@uppercent.com.

By using our site, you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. 

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

Using our site

Your use of and access to our site and the online content and courses are subject to the following conditions (acceptable use conditions) and you agree that failure to comply with any one of the acceptable use conditions will constitute a breach of these terms. The acceptable use conditions are as follows:

You may not use our site:

• If you are under the age of 18.

• In any way that breaches any applicable local, national, or international law or regulation.

• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

• For the purpose of harming or attempting to harm minors in any way.

• To bully, insult, intimidate or humiliate any person.

• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards. 

• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

• In any way that involves child sexual exploitation or abuse.

• To upload terrorist content.

You also agree:

• Not to reproduce, duplicate, distribute, transmit, broadcast, display, copy or re-sell any part of our site for any other purpose other than as permitted by these terms.

• Not to access without authority, interfere with, damage or disrupt:

  • any part of our site;

  • any course material published or shared on our site;

  • any equipment or network on which our site is stored;

  • any software used in the provision of our site; or

  • any equipment or network or software owned or used by any third party.

You acknowledge and agree that the form and nature of our site and online content and courses which we provide may change from time to time without prior notice to you.

Whilst we do all we can to ensure that the online content and courses are of a high standard, you understand and acknowledge that, in using the website and online content and courses, you may be exposed to content from our instructors that is factually inaccurate, offensive if taken out of context, indecent to certain people, or otherwise objectionable to you. We are not responsible (legally or otherwise) for any claims you may have against us in relation to this type of content.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party) for any breach of your obligations under the terms and for the consequences of that breach (including, but not limited to, any loss or damage which we or any third party may suffer).

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy www.uppercent.com/privacy, which set out how we collect, use, and share information we collect about you. 

• Our Cookie Policy www.uppercent.com/cookies, which sets out information about the cookies on our site.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. 

We may make changes to our site

We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

We may suspend or withdraw our site

Our site is made available free of charge for visitors, but members must pay a fee to access our online content and courses.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

Registration and Membership

Any visitor can view our site, but in order to participate fully in all activities on the site and take part in the online content and courses, you must register for a free personal account on the site (a membership account) by providing a name, a phone number, your age, an email address and a password. You agree that you will never divulge or share access or your access information to your membership account with any third party for any reason.

In setting up your membership account, you may be prompted or required to enter additional information, including date of birth, location and any other information that will help other members get to know you and help us to tailor the services to suit you.

You undertake to us that all information provided by you in relation to your membership account is and will continue to be accurate, current, and complete at all times and that you will maintain and update your information to keep it accurate, current and complete. It is your responsibility to keep your account details safe. 

By registering with us for a membership account, you agree (in addition to the acceptable use conditions above) that you are, and will continue to be, registered for the site only once and will not set up multiple membership accounts.

If your membership account is disqualified for any reason under these terms, we may prohibit your access or revoke your access temporarily or permanently. 

Our membership account is free. You acknowledge and agree that we reserve the right to charge a membership fee in future. We will notify you of such changes before they are implemented. 

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at hello@uppercent.com.

NFT

We are not a wallet provider, exchange, broker, dealer, financial institution, payments processor, or money service business. We do not have custody or control over the NFTs or blockchains you are interacting with, and do not execute or effectuate transfers, or sales of NFTs. 

To use our site, you would need a third-party wallet which allows you to engage in transactions on blockchains. By using your wallet in connection with our site, the online content, and courses, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. While we may provide you with access to create a wallet using third-party wallet providers, we are not a party to your contract with the wallet providers and do not make any guarantees regarding such wallet providers. You are advised to review the terms of the wallet provider under which your wallet is being created.

You may be able to buy, sell, trade, and transact in NFTs on secondary marketplaces via third party platforms or connected services (NFT platforms). We are not the seller of any NFT available on NFT platforms. We only facilitate minting of NFTs for our courses via our site. However, these NFTs may be resold, without the need for our consent, notification, knowledge, or collaboration, by their owners on NFT platforms. We do not warrant and do not assume and will not have any liability or responsibility to you or any other person for any such transactions on NFT platforms. We do not control the actions of such platforms and make no promises or guarantees of any kind regarding such NFT platforms. Such NFT platforms will have their separate terms and smart contracts to which you will be subject to and you are advised to review these terms. Creators of these smart contracts are solely responsible for their operation and functionality. 

You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to NFTs due to loss of private key(s), custodial error or purchase error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavourable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. Any purchase you make from our site or sale you make, accept, or facilitate outside of our site will be entirely at your risk. We do not control purchases or sales of NFTs on platforms outside of our site. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting or facilitating transactions in any NFTs on platforms outside of our site. This is irrespective of the fact that there is a link to such a third-party platform on our site.

NFTs, including your access passes, may be purchased, sold, or transferred without the use of our site and therefore without agreeing to these terms. There may be terms and conditions that apply to the NFTs’ set directly between buyers and sellers. You may notice a third-party link to NFT terms governing the use of the NFT that you will be required to comply with. We do not set the NFT terms and are not party to any such NFT terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, and enforcing such terms. You are responsible for reviewing such NFT terms. 

We charge royalty fees on each resale of your NFTs, part of which will be paid to the content creator. However, we do not set, collect, or determine other applicable costs, fees, and expenses associated with buying and selling access passes NFTs, including but not limited to gas or transaction fees. These costs, fees, and expenses are paid directly to the seller, payment processor, blockchain validator, or other third party, as applicable. Since these costs, fees, and expenses are not collected by us, we cannot refund them. We will also be unable to refund any part of the royalty fees, part of which would have been paid to the content creator. 

When an allow list is created for access to a course, you agree that by paying a deposit of the required $FLR token (which counts towards the cost of the access pass for the course), you are making an application to secure a place on the pre-sale list for the course, which may or may not be granted. Following the grant of your application to join the pre-sale list and the pre-sale list going live, you agree to pay the balance fee for the access pass and to use your access pass within 7 days of the pre-sale list going live, to purchase the course, failing which you will lose your reserved spot on the pre-sale list and your unpurchased access pass will be released in the general sale. If you do not participate in the allow list for a course, you agree that your access to NFT access passes for a course during a pre-sale and/or a general sale will be subject to the availability of access passes, after the allow list participants and/or pre-sale participants will have had the opportunity to utilise their access passes. For the avoidance of doubt, the allow list and pre-sale participants will have initial access to the access passes before the general sale. Notwithstanding the above, we do not guarantee access to any of our courses, and approval of applications for the access passes will be subject to our discretion. 

We will not be held liable for loss of market value of the NFT access passes, and you will be unable to recover any loss arising from the sale of the NFT access passes at a price below its issue price. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. We are not liable for any acts or omissions by you in connection with your account or as a result of your account or wallet being compromised.  

If you have a dispute with one or more third parties related to a NFT platform, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

    Cancellation and Refunds

Under UK law, you may have the right to cancel or request a refund under certain circumstances, in accordance with these terms. 

Our policy on cancellation and refund varies depending on the payment model you have chosen for access to courses on our site. 

• If you paid to access the courses through the purchase of the NFT access passes using the $FLR token, we will be unable to give you a refund because the transaction, which is executed on a blockchain, cannot be reversed. Once you receive the access passes, no refunds (partially or fully) are processed.

• If you paid to access the courses through the purchase of the NFT access passes using fiat processed through a card payment processor, we will offer you an initial 14-day access to the courses. After the 14-day cooling period, you will receive your NFT access pass, if you do not cancel your payment or request a refund within the 14-day cooling period. The 14-day cooling period begins on the day you first paid for the course. If you paid upfront for a course with a future start date, the cooling period begins on the first day of that course. 

Please note that by accessing the course, you agree to be granted access to the course during the 14-day cooling period and acknowledge waiver of your right to cancel under regulation 29 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

To request a refund or cancellation, send us an email at hello@uppercent.com. Upon determining that a cancellation or refund is due to you under these terms, we will issue such refund or cancellation within 14 days of our confirmation that such refund or cancellation is due to you. 

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it, including but not limited to the technology, source code, all content, software, scripts, images, graphics and audio (the “Online Content and Courses IPR”) . Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You agree that the online content and courses IPR remain our property and that all updates and modifications to the online content and courses IPR will vest in us. You also agree that you have no rights in or to the online content and courses IPR.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You must also not record any of our online content and courses for any use, commercial or personal. 

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged (except where the content is user-generated).

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy, download, share or repost any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. We also reserve the discretion to take legal action against you. 

It is our policy that content included on our site or within the online content and courses that infringes, or is likely to infringe, the intellectual property rights of any third party will be removed from our site as soon as possible after we are made aware of such infringement or potential infringement. 

If you are the owner of intellectual property rights, or are authorised to act on behalf of an owner, or authorised to act under any exclusive right, you should report any alleged infringement of your intellectual property rights take place on or through our site by emailing us at hello@uppercent.com.

No text or data mining, or web scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our site or any services provided via, or in relation to, our site. This includes using (or permitting, authorising or attempting the use of):

• Any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.

• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Our site is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of our site is at your own risk. 

We do not represent or warrant that access to the our site will be continuous, uninterrupted, timely, or secure; that the information contained in our site will be accurate, reliable, complete, or current; or that our site will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning our site. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning our site.

Under no circumstances shall we or any of our members, principals, owners, agents, affiliates, contractors, representatives, employees, subsidiaries and/or parents be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you have paid for our courses and products or the sum of £1,000, whichever is lower. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. This limitation of liability shall apply to the fullest extent permitted by law.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, including to social media pages, video-sharing sites, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

How to complain about or report content

If you become aware of any material that is illegal or could comprise or be connected to child sexual abuse or exploitation or could comprise terrorist content or be connected to terrorism, please contact us immediately on hello@uppercent.com.

If you wish to complain about any other content, please contact us on hello@uppercent.com.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user:

• We exclude all implied conditions, warranties, representations, or other terms that may apply to our site or any content on it.

• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or

  • use of or reliance on any content displayed on our site.

• In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;

  • business interruption;

  • loss of anticipated savings;

  • loss of business opportunity, goodwill or reputation; or

  • any indirect or consequential loss or damage.

If you are a consumer user:

• Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

How we may use your personal information

We will only use your personal information as set out in our Privacy Policy (www.uppercent.com/privacy).

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our site other than that set out above, please contact hello@uppercent.com.

Which country’s laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Our trademarks are registered

“Uppercent” is a UK registered trade mark of Improveu Limited. You are not permitted to use it without our approval.