USER AGREEMENT


1. Introduction
This User Agreement, the Terms of Service , the Listing and Purchasing Policies and all policies and additional terms posted on and in our sites, applications, tools and services (collectively "Services") set out the terms on which yup.gg offers you access to and use of our Services. You can find an overview of our policies here. The Terms of Service , the Listing and Purchasing Policies and all policies and additional terms posted on and in our Services (which yup.gg reserves the right to update or alter from time to time, with immediate effect) are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.

The entity you are contracting with is: BITREP PTE LTD, UEN: 201814696D, #10-14, 7-9 ONE NORTH GATEWAY, SINGAPORE, 138642. In this User Agreement, this entity may be referred to as "BITREP," or “yup.gg” or "we," or "us."

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below).
2. User Definitions
User Definitions are explained below for the purpose of clarifying roles and relationships of Users in yup.gg. Yup.gg reserves the right to update or alter User Definitions from time to time, with immediate effect. Any changes to User definitions will be communicated through the preferred contact provided by a User and/or on www.yup.gg.

Creator:
A Creator is understood to be a creator of media on any global social, over-the-top or terrestrial platform; either as live, posted or recorded content. A Creator within the yup.gg platform represents that they are properly representing themselves or their company and have the right to create and manage an account on yup.gg. A Creator represents that they have the necessary ownership and/or intellectual property rights and/or consents to use the content they produce for and/or represent on yup.gg as their creations in order to pursue commercial opportunities on yup.gg. Any misrepresentation of their identity, rights, consents, or works to secure Services on yup.gg may result in a temporary or permanent ban of the Creator from yup.gg.

A Creator may choose to be represented by another party (individually referred to as a “Representative”) on yup.gg of a valid User type (a Talent Agency or such other User Definition that may be introduced by yup.gg from time to time), with whom such Creator has an established contractual relationship. In such a case, a Creator shall be required to assign the representation of all rights accorded through yup.gg to a Representative through the Representative’s Creator onboarding process on yup.gg, before such Representative shall be permitted to negotiate and manage Services on yup.gg on behalf of the Creator. A Creator may only reassign or regain representation on yup.gg with respect to a validly onboarded Representative if their contractual relationship has come to a natural conclusion or the Creator and the Representative have executed a legal transfer of or release from representation.

A Creator may be charged up to a 10% Commission for all campaigns originated by yup.gg. The Commission fee will show up as a separate item on your transaction history and payment receipt. For example, if yup.gg launches a campaign of $1,000, yup.gg will pay $900 to a Creator or Talent Agency, based on the Creator account election on yup.gg. Any issues or discrepancies related to payments or reporting should be directed to [email protected]

Yup.gg may introduce new services as upgrades to a Creator account from time to time, the associated subscription fee, one time fee, or consulting fee will be indicated with the new service at the time of election.

Talent Agency:
A Talent Agency is either a Representative or a team of Representatives legally retained by a Creator to negotiate and manage Services on yup.gg on behalf of the Creator. With respect to each such Creator,a Talent Agency represents that they have an established contractual relationship with the Creator, enforceable in the country of residence of the Creator, and can prove said relationship and enforceability through a legally enforceable contract or agreement.

A Talent Agency agrees that, prior to negotiate and manage Services on yup.gg on behalf of a Creator, it shall first use the yup.gg provided onboarding interface to add such Creator to their profile. A Talent Agency agrees to release or transfer the profile of a Creator on yup.gg without undue delay if their relationship should naturally conclude or a legal transfer of or release from representation is executed.

A Talent Agency may recruit an independent Creator on yup.gg, but agrees not to pursue another represented Creator on yup.gg without formally reaching out to the Representative of said Creator. Any violation of this agreement may result in a temporary or permanent ban of the Talent Agency from yup.gg.

A Talent Agency may choose to receive full payment for a campaign and distribute to their respective Creators or may elect to have yup.gg distribute payments as indicated by the payments tool in Agency Permissions. Any payments will show up as a separate item on your transaction history and payment receipt. Any issues or discrepancies related to payments or reporting should be directed to [email protected]

Yup.gg may introduce new services as upgrades to a Talent Agency account from time to time, the associated subscription fee, one time fee, or consulting fee will be indicated with the new service at the time of election.

Brand:
A Brand is a purchaser of services provided by Users on yup.gg. These services may include sponsorship, live event engagement, advertising activations, original content production, competitive tournaments, events, and/or other services.

A Brand is charged a 10% Campaign fee + a TBD payment processing fee (based on number of Creators, currencies transacted, countries paid-to, etc.) for all campaigns originated on yup.gg. The processing fee will show up as a separate item on your transaction history and payment receipt. The fee is calculated by directly passing on the cost of transaction from our payment partners in each region/country and yup.gg will make best efforts to choose the cheapest, efficient route of payment. For example, if you launch a campaign of $1,000, yup.gg will charge an additional $130.00 fee for campaign and payment processing.

For monthly or annual payments, yup.gg will invoice a Brand based on the terms of payment they have selected or negotiated with yup.gg. Yup.gg may change the options for Brand campaign payment form time to time. Any issues or discrepancies related to payments or reporting should be directed to [email protected]

Campaign Prepayment is available for Brands, where yup.gg will invoice a Brand for the entire Budget and pay Creators/Talent Agencies as each campaign is completed and confirmed. Discounts may be negotiated for prepaid campaigns and will either be indicated in the invoice section of the campaign or may be negotiated by emailing [email protected]

Yup.gg may introduce new services as upgrades to a Brand account from time to time, the associated subscription fee, one time fee, or consulting fee will be indicated with the new service at the time of election
3. Policy Enforcement
When a User issue arises, we may consider the User's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for all Users involved in an issue. Any challenges or disagreements to activities on yup.gg should be directed to [email protected]
4. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Listing update and other notification functionality in yup.gg's applications may not occur in real time. Such functionality is subject to delays beyond yup.gg's control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

- the content you provide (directly or indirectly) using the Services;
- your use of or your inability to use our Services;
- pricing, format, or other guidance provided by yup.gg;
- delays or disruptions in our Services;
- viruses or other malicious software obtained by accessing or linking to our Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Services;
- damage to your hardware device from the use of any yup.gg Service;
- the content, actions, or inactions of third parties, including items listed using our Services;
- a suspension or other action taken with respect to your account pursuant to any breach of this User Agreement, the Terms of Service , the Listing and Purchasing Policies or any policies or additional terms posted on and in our Services;
- the duration or manner in which your listings appear in the search results as set out in the Listing and Purchasing Policies ; or
- your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement, the Terms of Service , the Listing and Purchasing Policies or any policies or additional terms posted on and in our Services.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) where such liability relates to any particular listing on yup.gg any amounts due under such listing up to the price of the listing on yup.gg (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.
5. Release
If you have a dispute with one or more Users, 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 favor at the time of agreeing to this release.
6. Indemnity
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, the Terms of Service , the Listing and Purchasing Policies or any policies or additional terms posted on and in our Services your improper use of the Services or your breach of any law or the rights of a third party.
7. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND YUP.GG HAVE AGAINST EACH OTHER ARE RESOLVED.

You and yup.gg agree that any claim or dispute at law or equity that has arisen, or may arise, between you and yup.gg (including any claim or dispute between you and a third-party agent of yup.gg) that relates in any way to or arises out of this or previous versions of this User Agreement, the Terms of Service, the Listing and Purchasing Policies or any policies or additional terms posted on and in our Services your use of or access to the Services, the actions of yup.gg or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and yup.gg, except as otherwise stated in this User Agreement.

B. Arbitration

You agree that any dispute between you and yup.gg (including any disputes or claims between you and a third-party agent of yup.gg) arising out of or in connection with this or previous versions of the User Agreement, including any question regarding its existence, validity or termination, your use of or access to the Services, the actions of yup.gg or its agents, or any products or services sold, offered, or purchased through the Services shall, rather than in court, be exclusively referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be in English.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND YUP.GG AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND YUP.GG AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and yup.gg’s right to appeal the court's decision. All other claims will be arbitrated.
8. General
Except as otherwise provided in this User Agreement, if any provision of this User Agreement, the Terms of Service , the Listing and Purchasing Policies or any policies or additional terms posted on and in our Services is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will contact users through their indicated email address and/or post a message on www.yup.gg.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.yup.gg. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through your preferred contact and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a yup.gg representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The Terms of Service , the Listing and Purchasing Policies and all policies and additional terms posted on and in our Services may be changed from time to time. Changes take effect when we post them on www.yup.gg.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and yup.gg, and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees (outlined above), Account and Subscription Fees (Terms of Service) , Content (Listing and Purchasing Policies) , Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.