UpHODL

​

Last Modified : March 27th 2023

These General Terms and Conditions (these “Terms and Conditions”) are between Uphold Labs (“Uphold”, “we”, “us”, “our”), and you (“user”, “you”, “your”), collectively (“the Parties”), govern the access and use of our non-custodial Wallet, Uphold (“wallet”, “app”) Uphold and, where applicable, other service providers available on or through the App. 

UpHODL is a non-custodial wallet that will initially support the Bitcoin and Ethereum-based ecosystems. It is a mobile application that will enable you to self-custody certain supported cryptocurrencies and digital assets; access and engage with various decentralized applications (“dApps”) and exchanges (“DEX’s”), and other services that may develop in the ecosystem or we may decide to support in a future release. 

By using the app, you agree to follow and be bound by these Terms and Conditions, including any policies referenced herein. We may modify these Terms and Conditions or any additional terms that apply to the App to, for example, reflect changes to the law or changes to the App. You should look at these Terms and Conditions regularly and your continued use of the App will constitute your acceptance of any revisions to these Terms and Conditions. 

The Uphold Group is made up of different legal entities, including Uphold Labs, Uphold HQ Inc., Uphold Europe, Ltd., Uphold, LDA, Uphold Worldwide Ltd., Uphold International Equities, Inc., and other affiliates. This Terms Of Service is issued on behalf of Uphold Labs.

Please refer to our Privacy Policy for further information on how we collect, use and disclose information to app users. 

1. Your responsibilities

   1. You are at least 18 years old and have the capacity to enter into a legally binding agreement. 

   2. You own and control cryptocurrencies and virtual assets held on UpHODL. As such, you accept full responsibility and acceptance of risk of any and all loss of cryptocurrency and virtual assets held on your Wallet. 

   3. You understand and agree that the App is not provided to, and may not be used by, any person in any jurisdiction where the provision or use thereof would violate applicable laws and regulations. If you reside in any jurisdiction where the use of the App would violate any of the laws or regulations of the jurisdiction in which you reside, you agree to refrain from using the App in any manner that would violate any of the laws and regulations of such jurisdiction.

   4. You are not in, under the control of, or a national or resident of, and will not supply any Value, product or service to a resident of Cuba,  the Democratic Republic of Congo, Iran,  Iraq, Myanmar, North Korea, South Sudan, Sudan, Syria Yemen or any other jurisdiction subject to US embargo, available here, UN sanctions, available here, HM Treasury's financial sanctions regime, available here, or EU sanctions, available here.

   5. Your use of the App, or any part thereof, is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer recipient or sender. If any third party files a claim for a chargeback or we are otherwise informed of a dispute between you and another party, we are not responsible for intermediating, determining the veracity of claims or resolving the dispute, including disposition of any associated economic value of any assets.

   6. If you authorize a third-party application to connect to the App and take actions on your behalf, you assume all risks associated with those connections and actions and you are ultimately responsible to us for those connections and actions. We require developers to list a support or dispute framework in connection with their application that allows prompt resolution of any issues. But, if you have disputes with developers, you will need to resolve it directly with them.

   7. You retain sole responsibility for the loss if a transfer any cryptocurrency or other digital or virtual assets that UpHODL technology does not support and UpHODL does not formally recognize with respect to the App (“Unsupported Assets”), whether through forks, airdrops, user error, or otherwise is sent to your UpHODL wallet.

2. Prohibited Use
   

   1. You are not on, acting for anyone on, and will not supply any Value or any products or services to Cuba, the Democratic Republic of Congo, Iran,  Iraq, Myanmar, North Korea, South Sudan, Sudan, Syria Yemen or any other country subject to US embargo, available here or to anyone on: the Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List, HM Treasury's financial sanctions regime,  the UN Consolidated United Nations Security Council Sanctions List, or EU financial sanctions list.

   2. You understand and agree that the App is not provided to, and may not be used by, any person in any jurisdiction where the provision or use thereof would violate applicable laws and regulations. If you reside in any jurisdiction where the use of the App would violate any of the laws or regulations of the jurisdiction in which you reside, you agree to refrain from using the App in any manner that would violate any of the laws and regulations of such jurisdiction.
      
      

3. Intellectual Property
   

   1. Uphold Labs or our licensors own all rights, titles, and interest in and to the App, and all related technology and intellectual property rights. No content may be modified, copied, distributed, framed, reverse-engineered, modified, published, or sold. All rights not expressly granted herein are reserved. 

4. Indemnification
   

   1. If anyone brings a claim against us, our affiliates or service providers, and/or each of our or their respective officers, directors, agents, joint venturers, employees or representatives, related to your use of the App, or any part thereof, including, without limitation, any developer tools or alleged violation of any laws, rules or rights, you indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
   2. You are responsible for all claims, fees, fines, penalties and other liability incurred by Uphold or a third party caused by or arising out of your breach of these Terms and Conditions or any other user agreement, and/or your use of our App. You agree to reimburse Uphold or a third party for any and all such liability and any fees and expenses incurred in the event that Uphold must undertake collection efforts to enforce its rights hereunder.
   3. If you engage in a Prohibited Use or Prohibited Business or otherwise violate these Terms and Conditions or any other user agreement, including but not limited to chargeback abuse, fraud, money laundering, sale of your login credentials, etc., it may be difficult or impractical to calculate our actual damages. You acknowledge and agree that US$10,000 USD per violation is a reasonable minimum estimate of Uphold's actual damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Uphold that reasonably could be anticipated and that Uphold may recover from you and the greater of such amount or the actual damages incurred.
      

5. Waiver of Class Action & Binding Arbitration
   

   1. By entering into this agreement the Parties mutually waive the right to trial by jury or participate in a class action. This Agreement is subject to binding arbitration and a waiver of class action rights. The Parties agree to mutually waive any and all right to file a class action or seek relief on a class basis to the extent permitted by the law of competent jurisdiction.
   2. If we fail to enforce or insist upon compliance with any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment of any other provision within the Terms and Conditions. 

6. Taxes 

   1. You are responsible for and will pay any applicable taxes, duties and fees applicable to activities in your Wallet. Any and all taxes, including any interest and penalties with respect thereto, which may be assessed under present or future laws in connection with your Wallet will be paid by you. You are responsible for reporting any proceeds of sale transactions and dividends paid in your Wallet to the Internal Revenue Service in accordance with applicable law.
   2. We do not provide tax advice and you agree that you will determine any tax implications associated with your use of, and any transactions you may make while using the App. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences.

7. Disclaimer 

   1. We try to keep the App up, bug-free, and safe, but you use it at your own risk. The App is provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not make any representations or warranties that access to any part of the App, or any of the materials contained therein, will be continuous, uninterrupted, timely, error-free, or secure. Operation of the App may be interfered with by numerous factors outside of our control. We make no representations or warranties concerning the real or perceived value of any virtual currency as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of virtual currency, we make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data, and you should not rely on such data for any reason. you understand and agree that the value of virtual currency can be volatile, and we are not in any way responsible or liable for any losses you may incur by holding or trading virtual currency, even if the App is delayed, suspended, or interrupted for any reason. Further, we make no representation or warranties as to the quality, suitability, usefulness, accuracy, or completeness of the App or any materials contained therein. We will make reasonable efforts to ensure that any requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing.
   2. We are not responsible for the actions, content, information, or data of third parties, and you release us, our directors, officers, employees, and agents and our affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.
   3. If you are a California resident, you waive California Civil Code §1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
   4. Neither we nor our affiliates, service providers, nor our or their respective officers, directors, agents, joint venturers, employees or representatives will be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with these Terms and Conditions or the App, even if we have been advised of the possibility of such damages. Our aggregate liability, and that of our affiliates and service providers, or any of our or their respective officers, directors, agents, joint venturers, employees or representatives, to you or any third parties in any circumstance is limited to US$100 dollars. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted.