Website Terms of Use

These Terms of Use govern the access and use of the Upwood website www.upwood.io (the "Website"). Use of the words "Upwood" ("we," "us," or "our") refers to SIA "Upwood" a private limited liability company registered in Latvia under Reg. nr. 40203494875 with registered address at Rīga, Salnas iela 21 – 410.

By accessing this Website, the pages contained on it, and the information and material contained or described herein (together the "Information"), you acknowledge your agreement with, and understanding of, the following terms and conditions of use (the "Terms of Use").

In the event of any inconsistency between these Terms of Use and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Website, these Terms of Use shall prevail. These Terms of Use should be read in conjunction with:

the Privacy Policy https://www.upwood.io/privacy; and the Cookies Policy https://upwood.io/cookies-policy.

To contact us, please email info@upwood.io.

These terms may be changed, supplemented or updated by us in our sole discretion at any time without advance notice. We recommend visiting the Terms of Use from time to time. Your continued use of this Website will confirm your acceptance of these terms as modified, changed, supplemented or updated by us. If you do not agree to such revised terms you must stop using this Website and all information, links or content contained on this Website.

Use of the Website

You shall not use the Website in any way that is fraudulent or unlawful. The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation.

The products and services described on the Website are only intended for users who are legally permitted to access and use them. The products and services may not be eligible or suitable for sale in all jurisdictions or to certain categories of investors. The products and services are not intended for persons subject to a jurisdiction that prohibits the publication of and the access to the Website (due to the nationality of the respective person or on any other grounds). Persons who are subject to such restrictions are prohibited from accessing the Website. You must only use the Information or services provided through this Website for their stated purpose. You must not use this Website to:

(a) publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libelous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable; (b) display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice; (c) interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of this Website; (d) violate any applicable laws or regulations; (e) use this Website or the Information in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using this Website or links on this Website or that could damage, disable, overburden or impair the functioning of this Website or our servers or any networks connected to any of our servers in any manner; (f) create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorized user of this Website or an Upwood representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group; (g) mislead or deceive us, our representatives and any third parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information; (h) disguise the origin of any material transmitted through the services provided by this Website; (i) violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commit a tort; (j) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property; (k) send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material; (l) access any content, area or functionality of this Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of this Website; (m) obtain unauthorized access to or interfere with the performance of the servers which host this Website or provide the services on this Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers; (n) attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means; (o) obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website or its services; (p) harvest or otherwise collect, whether aggregated or otherwise, data about others including e-mail addresses and/or distribute or sell such data in any manner; (q) use any part of this Website or the Information other than for its intended purpose; or (r) use this Website or the Information to engage in or promote any activity that violates these terms. Purpose of Information

The Information on the Website is for information purposes only and is not offered as advice on any particular matter and must not be treated as a substitute for specific advice. In particular, the Information does not constitute professional, financial or investment advice and must not be used as a basis for making investment decisions and is in no way intended, directly or indirectly, as an attempt to market or sell any type of financial instrument. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstances.

The Information is not intended to and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation would be unlawful.

Availability

We do not guarantee that our Website, services, or any of the Information, will always be available or be uninterrupted. We reserve the right to suspend, withdraw, or restrict access to all or any part of the Website or services at any time, at our sole discretion, and without the need to provide any reason.

Forward Looking Statements

The Information may contain "forward-looking statements" regarding Upwood's future operations, forestry asset performance, and economic targets. These statements are based on current expectations and are subject to significant risks, known and unknown uncertainties, and changes in financial, economic or regulatory conditions that may cause actual results to differ materially from those expressed or implied in the Information. Upwood undertakes no obligation to update these statements except as required by law.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the "Upwood Parties") from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (i) your access to or use of our Website, the Information, products or services; and/or (ii) your violation of these Terms of Use.

We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification pursuant to these terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Upwood.

Limitation of Liability

THIS WEBSITE AND ALL INFORMATION, PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEBSITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES WHATSOEVER OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES REGARDING THE ACCURACY, CURRENCY, COMPLETENESS, ADEQUACY, AVAILABILITY, SUITABILITY OR OPERATION OF THIS WEBSITE, ANY PRODUCTS OR SERVICES WE MAY PROVIDE THROUGH IT OR THE INFORMATION OR MATERIAL IT CONTAINS.

EACH OF THE UPWOOD PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE FOREGOING, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTY WITH RESPECT TO THE CONTENT, INFORMATION, DATA, AVAILABILITY, UNINTERRUPTED ACCESS, OR SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE; (B) ANY WARRANTIES THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS; (C) ANY WARRANTIES THAT THIS WEBSITE, INFORMATION AND ANY SERVICES OR PRODUCTS PROVIDED THROUGH IT ARE ERROR-FREE OR THAT DEFECTS IN THIS WEBSITE, INFORMATION OR SUCH SERVICES OR PRODUCTS WILL BE CORRECTED; (D) ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (E) ANY WARRANTIES THAT THIS WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER OR OTHER ELECTRONIC EQUIPMENT.

In addition, to the maximum extent permitted by law, none of the Upwood Parties shall be responsible or liable for:

(a) any loss, liability, cost, expense or damage suffered or incurred arising out of or in connection with any access to or use of this Website or the Information; (b) any reliance on, or decision made on the basis of, information or material shown on or omitted from this Website; (c) any representation or otherwise in respect of the existence or availability of any job, vacancy, assignment or other engagement or appointment advertised on this Website (if any) and any representation or otherwise that we have or will ask for a candidate's information, will or have asked to interview or hire a candidate, or that any candidates will meet our needs; (d) any matter affecting this Website or any of the Information caused by circumstances beyond our reasonable control; (e) the performance of this Website and any fault, delays, interruptions or lack of availability of this Website and any of the services or products provided through this Website, which may occur due to increased usage of this Website, intermittent failures of this Website or the need for repairs, maintenance or the introduction of new facilities, products or services; and (f) any information or material on any website operated by a third party which may be accessed from this Website.

IN NO EVENT WILL THE UPWOOD PARTIES BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES OF ANY KIND, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, COMPENSATORY, INCIDENTAL, ACTUAL, EXEMPLARY, PUNITIVE OR SPECIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES) REGARDLESS OF WHETHER THE UPWOOD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OR PERFORMANCE OF THIS WEBSITE; (B) ANY PROVISION OF OR FAILURE TO PROVIDE THIS WEBSITE OR ITS SERVICES (INCLUDING WITHOUT LIMITATION ANY LINKS ON OUR WEBSITE); (C) ANY OF THE INFORMATION; (D) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (E) UNAUTHORIZED ACCESS, USE OR ALTERATION OF THE TRANSMISSION OF DATA OR CONTENT TO OR FROM US; OR (F) THE FAILURE TO RECEIVE IN ANY WAY THE TRANSMISSION OF ANY DATA, CONTENT, FUNDS OR PROPERTY FROM YOU. IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE UPWOOD PARTIES ARISING UNDER THESE TERMS EXCEED $100.00 USD.

Intellectual Property

The Website including all Information, products and services are owned by or licensed to Upwood and are subject to and protected by various intellectual property rights including but not limited to copyright, trade secrets, trademarks, service marks, brand names and other proprietary rights whether under contract, statute or any similar provisions ("IP Rights"). All IP Rights are and shall remain the exclusive property of Upwood and nothing in these Terms of Use gives you any right, title, or ownership of, in, or to the Website, any of the Information, products or services, or IP Rights. Subject to the above, you are entitled to view the Information on the Website and to copy and print such information for personal use. You are not permitted to sell or distribute or otherwise deal with the Information on the Website or any deviations of such information without the prior written consent of Upwood.

Representations and Warranties

You represent and warrant to Upwood that, if you are an individual user, you have the capacity to enter into a contract under applicable laws. If you use the Website on behalf of a legal entity, you represent and warrant that, you are duly authorised to act on behalf of such legal entity.

Third Party Content

We may display third-party content, advertisements, links, promotions, logos and other materials on our Website (collectively, the "Third-Party Content") for your convenience only. We make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content. Your use and interaction with any Third-Party Content, and any third party that provides Third-Party Content, are solely between you and such third parties and we are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on third party sites linked to our Website nor can it be assumed that we have reviewed or approved of such sites or their content, nor do we warrant that the links to these sites work or are up to date.

Software

When we host or link to any software and enable you to access and use such software through our websites including this Website, then these Terms of Use will apply to such access and use, as well as any other agreements that we may enter into with you. Any software that is hosted or used on our websites is the exclusive property of Upwood or its affiliates.

Personal Information

We process personal information in accordance with our Privacy Policy: https://www.upwood.io/privacy. By using the Website, you consent to such processing and you warrant that all data provided by you is accurate.

Governing law

Any dispute, claim or action related to the use of the Website or these Terms of Use shall be governed by the laws of the Republic of Latvia. You hereby consent to the exclusive jurisdiction of the courts of Riga, Latvia.