Terms Of Service

Last Updated: September 3, 2026
Effective Date: March 1, 2020

1. Read This First

Upside is not an emergency service. If you are in immediate danger, call 911. If you are in a mental health crisis or thinking about harming yourself, call or text 988 (Suicide & Crisis Lifeline). Do not use our website, platform, or messaging to report an emergency. We do not monitor those channels for emergencies, and we cannot guarantee anyone will see your message in time.

Upside is not a healthcare provider. Care Guides are housing navigators. They are not doctors, nurses, therapists, or clinical care managers. They do not diagnose conditions, provide medical or clinical advice, or make treatment decisions. Nothing Upside provides is a substitute for care from a licensed clinician.

Upside is not a law firm. Care Guides can help you understand documents and deadlines and can connect you with legal resources. They do not give legal advice and do not represent you. No attorney-client relationship is created by using our Services.

Upside is not a landlord, real estate brokerage, or property manager. We do not own, lease, manage, or list the housing we help you find. We are not a party to your lease, and we do not collect rent.

We cannot guarantee an outcome. We work housing problems to completion, and we work them hard. But landlords approve or deny applications, programs set their own eligibility rules, funding is limited, and inventory changes daily. We do not guarantee that you will be approved for housing, receive financial assistance, or achieve any specific result.

2. About These Terms

These Terms of Service (“Terms”) are a contract between you and UpsideHOM, Inc. (“Upside,” “we,” “us,” or “our”). They apply when you:

• visit joinupside.com or any Upside website, landing page, or co-branded benefit page (the “Sites”);
• receive housing support from an Upside Care Guide as a member, employee, or household participant (a “Participant”); or
• access the Upside platform on behalf of a health plan, employer, or partner organization (a “Client User”).

Together, the Sites, the platform, and the housing support we provide are the “Services.”

By using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Which agreement wins

Other agreements may apply alongside these Terms. If there is a conflict, the following order controls, from highest to lowest:

1. Applicable law, including Medicaid program rules and state program requirements
2. The master services agreement, Business Associate Agreement, or program agreement between Upside and your health plan, employer, or program sponsor
3. Any program-specific terms or participation agreement you sign
4. These Terms

Nothing in these Terms limits any right you have under Medicaid or another government program, under your health plan’s grievance and appeals process, or under applicable law.

3. Eligibility and Accounts

You must be at least 18 to create an account. If you are under 18, a parent or guardian must hold the account and participate on your behalf. Households that include minors can participate in Upside programs through the adult household member enrolled in the program.

If you create an account:

• Give us accurate, current, and complete information, and keep it updated
• Do not impersonate anyone or use a username you do not have the right to use
• Keep your password secure and do not share your login
• You are responsible for activity on your account
• Tell us right away if you suspect unauthorized use

You can ask us to close your account by writing to support@joinupside.com. Closing your account does not delete records we are required to keep. Housing case records tied to a health plan, employer, or government program are retained under those agreements and under law. See our Privacy Policy for detail.

We may suspend or close an account that contains false information, is used to violate these Terms, or is used in a way that threatens the safety of our team or other users.

4. Housing Support Services

How you get access

Participants are referred to Upside by a health plan, employer, or program sponsor, or they activate a benefit their employer or plan makes available. Eligibility is set by that organization and by any applicable government program — not by Upside.

What we do

A Care Guide will contact you, learn your situation, build a housing plan, and work the case. That work can include housing search, applications, landlord outreach and advocacy, document preparation, coordinating financial assistance, lease review support, move-in logistics, connections to community resources, and check-ins after you move.

What we need from you

The work depends on both sides showing up. You agree to:

• Give us accurate and complete information about your housing situation, household, and income
• Provide documents we need to move your case forward
• Respond to your Care Guide within a reasonable time
• Tell us promptly when your situation changes — a new address, a court date, a change in income, a new phone number
• Treat our team with respect

We may pause or close a case if we cannot reach you, if information you gave us is materially false, or if conduct toward our team is abusive or threatening. Where a case is closed early, we will notify you and your referring organization, and you may be able to re-enroll through that organization.

You can stop at any time

Participation is voluntary. You can decline services or withdraw at any time by telling your Care Guide. Withdrawing from an Upside program does not affect your health plan coverage, your employment, or any other benefit.

Sharing information to get the work done

To secure or protect housing, we often need to share information about you with landlords, property managers, utility companies, housing authorities, shelters, community organizations, and government agencies. We do that with your agreement and only as needed to work your case. How we handle your information is described in our Privacy Policy and, for health plan participants, in the agreements referenced in Section 2.

5. Financial Assistance and Flex Funds

Some programs include financial assistance — deposits, move-in costs, rental or utility arrears, or similar housing expenses.

• The money is not ours. Flex funds and housing assistance funds belong to the health plan, employer, or program sponsor. Upside administers them.
• Assistance is discretionary and limited. It depends on eligibility, available funding, and the sponsor’s approval rules. Applying does not mean you will receive funds.
• Assistance is usually a last resort. We will typically ask you to pursue community, government, and nonprofit resources first, and we will document those efforts.
• Funds usually go to a third party. Payments generally go directly to a landlord, property manager, or utility company, not to you.
• Employer-funded assistance may carry its own terms. Some employers offer housing assistance with conditions attached, including tenure requirements or repayment if you leave before a set date. Those terms are set by your employer in a separate agreement between you and your employer. Read it before you accept funds.

Upside does not extend credit, repair credit, settle debts, or provide credit counseling.

6. Fees

Participants do not pay Upside for program services. Upside is paid by health plans, employers, and program sponsors. There is no membership fee, subscription, or charge to you for Care Guide support.

Client Users are billed under the master services agreement between Upside and their organization. These Terms do not create any payment obligation for an individual Client User.

If we ever offer a service an individual pays for directly, we will present the price and payment terms clearly before you buy, and those terms will become part of this agreement.

7. Communications, Calls, and Text Messages

By giving us your contact information, you agree that we may contact you by phone, email, and text about your case, your request, or the Services.

• Text messages. Message frequency varies. Message and data rates may apply. Reply STOP to opt out. Reply HELP for help. We do not sell or share mobile numbers or messaging consent with third parties for their marketing.
• Calls. We may record or monitor calls for quality, training, documentation, and compliance. Where the law requires it, we will tell you at the start of the call.
• Marketing. You can opt out of marketing email at any time using the unsubscribe link. Opting out of marketing does not stop service messages about your case.

8. Client Users

If you access the platform on behalf of a health plan, employer, or partner organization:

• Your access is granted by that organization and can be changed or revoked by it at any time
• You may use the platform only for the purposes set out in your organization’s agreement with Upside
• You may access participant information only as your role permits and only as needed to do your job
• You must comply with HIPAA and any other law or program rule that applies to your organization
• Your organization’s master services agreement and Business Associate Agreement control if they conflict with these Terms

Do not export, copy, or share participant data outside your organization’s authorized systems.

9. Acceptable Use

Do not:

• Break the law, or use the Services to help anyone else break the law
• Give us information you know is false or misleading, including in an application for housing or financial assistance
• Post or send content that is threatening, abusive, harassing, defamatory, obscene, or that invades someone’s privacy
• Upload another person’s identification documents or financial records without their permission
• Send spam or unsolicited advertising
• Upload viruses, malware, or anything designed to damage or gain unauthorized access to a system
• Impersonate any person or organization, including Upside staff
• Place an unreasonable load on our infrastructure, or interfere with the operation of the Services
• Bypass or try to bypass access restrictions or security measures
• Scrape, crawl, or harvest content or data from the Services
• Reverse engineer, decompile, or create derivative works from any part of the Services, except where the law says we cannot stop you
• Rent, resell, or sublicense access to the Services

Sending your own identification and income documents to your Care Guide through the channels we provide is expected and permitted. That is how the work gets done.

We may access, preserve, and disclose information when we reasonably believe it is necessary to comply with law or legal process, enforce these Terms, investigate fraud or a security issue, respond to a support request, or protect the safety of any person.

10. Automated Tools and AI

Upside uses automated tools, including artificial intelligence, to support Care Guides. Two examples: sorting new referrals by urgency, and generating a preliminary housing match before the first call.

These tools support human work. They do not make final decisions about your eligibility, your services, your housing, or your funding. A Care Guide reviews and owns every case decision. Upside does not use AI for clinical or medical decision-making of any kind.

11. Content and Intellectual Property

Our content. The Sites, the platform, and everything we publish on them — text, graphics, software, design, and the Upside name and logo — belong to Upside or our licensors and are protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable license to use them for their intended purpose. That license ends when your access ends.

Your content. You keep ownership of what you submit. You give us a license to use, store, reproduce, and adapt it as needed to provide the Services, meet our obligations to your health plan or employer, and comply with law. For information covered by HIPAA, the agreements in Section 2 control.

Feedback. If you send us ideas or suggestions, we may use them freely and without owing you anything.

Copyright complaints. If you believe content on our Sites infringes your copyright, write to legal@joinupside.com with the information required by the Digital Millennium Copyright Act. We will respond as the law requires.

12. Third-Party Services and Providers

The Services link to and work alongside organizations we do not control — landlords, property managers, housing authorities, shelters, community organizations, government agencies, background screening companies, and other websites.

We do not control them, we do not endorse them by connecting you to them, and we are not responsible for their conduct, decisions, pricing, accuracy, or the quality of what they provide. A link is not an endorsement.

Use your own judgment when you deal with a third party, and read anything you are asked to sign.

13. Fair Housing and Non-Discrimination

Upside supports fair housing. We do not discriminate, and we do not knowingly work with housing providers who discriminate, on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, familial status, disability, source of income, or any other characteristic protected by federal, state, or local law.

If you believe you have experienced housing discrimination, tell your Care Guide. You can also file a complaint with the U.S. Department of Housing and Urban Development at hud.gov or with your state or local fair housing agency.

14. Privacy

Our Privacy Policy explains how we collect, use, and share personal information. For Participants in a health plan program, most information is governed by the Business Associate Agreement between Upside and your plan and by your plan’s Notice of Privacy Practices, not by these Terms.

15. Complaints and Grievances

If something goes wrong, tell us. Write to support@joinupside.com or call the number on your program materials, and we will investigate.

If you are a health plan member, you also have the right to file a grievance or appeal directly with your health plan, and in most cases with your state Medicaid agency or insurance regulator. These Terms do not limit that right, and using our complaint process is not a condition of using theirs.

16. Disclaimer of Warranties

The Services are provided “as is” and “as available,” without warranty of any kind. To the fullest extent the law allows, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, secure, error-free, or available at any particular time or place; that defects will be corrected; that the Services are free of harmful components; or that any housing listing, resource, program rule, or third-party information available through the Services is accurate or current.

You are responsible for your own interactions with landlords, housing providers, and other individuals you meet through the Services. Use good judgment. Do not send money or share financial account information with someone you do not know and trust.

17. Limitation of Liability

To the fullest extent the law allows, and except as stated below, Upside and its officers, directors, employees, agents, partners, and suppliers will not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost data, or business interruption, arising out of or relating to the Services, however caused and under any legal theory, even if we were told such damages were possible.

Our total liability for all claims arising out of or relating to the Services is limited to the greater of (a) the amount you paid Upside in the twelve months before the claim arose, or (b) one thousand dollars ($1,000).

These limits do not apply to: death or bodily injury caused by our negligence; our gross negligence, willful misconduct, or fraud; our indemnification obligations; our obligations under a Business Associate Agreement; or any liability that cannot be limited or excluded under applicable law.

Some states do not allow certain limitations, so parts of this section may not apply to you.

18. Indemnification

You agree to defend, indemnify, and hold harmless Upside and its affiliates, and their officers, directors, employees, and agents, from claims, liabilities, damages, and reasonable attorneys’ fees arising from your misuse of the Services, your violation of these Terms, your violation of any law, or your infringement of anyone’s rights.

This section does not apply to a Participant’s good-faith use of housing support services. We reserve the right to assume the exclusive defense of any matter subject to indemnification, and you agree to cooperate with us.

19. Suspension and Termination

We may suspend or end your access to the Services if you violate these Terms, if your referring organization ends your eligibility, if the program you are enrolled in ends, or if we are required to by law or by a program rule.

Where we end a Participant’s access and it is safe and practical to do so, we will give notice and coordinate with your referring organization so your case is handed off rather than dropped.

Sections that by their nature should survive termination will survive — including intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.

20. Dispute Resolution

Please read this section carefully. It affects how disputes with us are resolved.

Talk to us first

Before starting a formal proceeding, contact us at legal@joinupside.com with a description of the dispute and the resolution you want. Most disputes can be resolved this way. We will work with you in good faith for at least 60 days.

Who this arbitration agreement covers

This arbitration agreement applies to Client Users and to visitors to our Sites.

It does not apply to Participants receiving housing support through a health plan, Medicaid or other government program, or an employer-sponsored benefit. Those disputes are handled under the grievance, appeals, and dispute processes of the applicable program, plan, or benefit plan, and under applicable law. Nothing here waives any statutory grievance or appeal right.

Arbitration

Where this section applies, disputes arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable rules. Judgment on the award may be entered in any court with jurisdiction. This provision is governed by the Federal Arbitration Act.

Exceptions. Either party may bring a claim in small claims court, and either party may seek injunctive or equitable relief in court to protect intellectual property or address unauthorized access to the Services.

Class action waiver. Arbitration will be conducted on an individual basis. Neither party may bring a class, collective, consolidated, or representative action, to the extent this waiver is enforceable under applicable law. If it is found unenforceable as to a particular claim, that claim proceeds in court and the rest of this section still applies.

Your right to opt out. You may opt out of this arbitration agreement by emailing legal@joinupside.com within 30 days of first agreeing to these Terms, with your name and a statement that you are opting out. Opting out does not affect anything else in these Terms and will not affect your access to the Services.

Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. Where a dispute is not subject to arbitration, it will be brought in the state or federal courts located in Broward County, Florida, and both parties consent to that jurisdiction. This does not override any law that gives you the right to bring a claim where you live.

21. Changes to These Terms and the Services

We may update these Terms. When we do, we will post the revised version with a new “Last Updated” date. If the changes are material, we will give notice by email, through the Services, or by a notice on the Sites before they take effect. Continuing to use the Services after that means you accept the changes. If you do not accept them, stop using the Services.

We may also change, suspend, or discontinue any part of the Services. Where a change would materially affect an active Participant’s case, we will coordinate with the referring organization.

22. General

Entire agreement. These Terms, together with the agreements listed in Section 2, are the whole agreement between you and Upside about the Services and replace any earlier agreement on the same subject, including the Terms of Service dated March 1, 2020.

Severability. If a provision is found unenforceable, it will be limited or removed to the minimum extent necessary and the rest stays in effect.

No waiver. If we do not enforce a provision, that is not a waiver of our right to enforce it later.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign them in connection with a merger, acquisition, financing, or sale of assets.

No agency. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Force majeure. We are not liable for failure to perform caused by events beyond our reasonable control.

Notices. Notices to you will be sent to the email or postal address on your account, or posted in the Services. Notices to us go to the address in Section 23. Notices are effective when delivered by hand, one business day after deposit with an overnight courier, on the date sent by email with confirmation, or three days after mailing by certified or registered mail.

Headings. Headings are for convenience and do not affect interpretation.

23. Contact Us

General and program support: support@joinupside.com
Legal notices: legal@joinupside.com
Privacy: privacy@joinupside.com

By mail:
UpsideHOM, Inc.
Attn: Legal
1489 W Palmetto Park Road, Suite 325, Boca Raton, FL 33486