User Agreement for Residents and Businesses of the United States and Canada

Introduction/Scope

Becoming a User

1. Eligibility. In order to use the Platform and applicable services, you must 1) be (i) a legal resident of the United States, if you are US User or (ii) a Canadian citizen or permanent resident of Canada, if you are a Canadian User; 2) be at least 18 years old; 3) not be prohibited by applicable law from using the Platform; and 4) not have been suspended or removed from the Platform. In order to use the Platform, you must set up an account as a User (an “Account”), subject to this Agreement and any other applicable agreement or policy with us.
2. Terms. By using an Account, you agree and represent that you will use your Account only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Uphold. You are fully responsible for all activity that occurs on your Account. Uphold may, in our sole discretion, refuse to open an Account, or terminate any Account and/or your access to the Platform.
3. Account Access. In creating an Account, you will be asked to set up an email and password, and you will be required to set up two-factor authentication (“2FA”). By signing up for our service and accepting this Agreement, and by providing a mobile phone number, you consent that Uphold may contact you by SMS or text message (including by an automatic telephone dialing system) at the mobile phone number you associate with your Account for the following:
   • Initial phone number verification
   • 2FA via SMS (from 70648) unless you chose an alternative method of 2FA
   • Account management and transactional notifications and communications only.
4. Your phone number and/or email address will not be used for any marketing messages without your consent. The Platform may also permit you to log into your Account using third party login credentials via a single sign-on (“SSO”) service, such as your social media accounts or other identity verification services. If you use an SSO service for accessing your Account and you terminate your relationship with the relevant SSO service provider (e.g., you delete your linked social media account), you will only be able to access your Account via your email and password until you authorize a different SSO service. Your email, password, 2FA credentials, and SSO credentials are referred to collectively as “Login Credentials”.
   • Login Credentials. You agree that you are responsible for all activities that occur under your Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials and you agree not to share your Login Credentials with any unauthorized parties. You also agree to notify us promptly of any unauthorized use of your Login Credentials or any other breach of security that you become aware of involving or relating to the Platform by opening a ticket with our customer support team.
   • Access via SMS. You can cancel the SMS service at any time. Just text “STOP” to the shortcode at 70648. After you send the SMS message “STOP” to us, we will send you an SMS message with instructions on how to cancel the SMS. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help by raising a support request. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. By providing your consent to the SMS service, you approve any such rates and charges from your mobile provider and agree that Uphold is not responsible for such rates and charges. If you have any questions about your text or data plan, please contact your mobile provider. Message frequency is dependent on Platform usage and will follow the following methodology: one message per request for 2FA, and one message per account notification. If you have any questions regarding privacy, please read our Privacy and Data Policy.
   • Access to the Platform. To access the Platform, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. See Section 15.8, below for further details. Access to the Platform may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to use the Platform for periods of time and may also lead to support response time delays. We do not represent that the Platform will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Uphold shall not be liable for any losses resulting from or arising out of such delays.
5. Identity Verification. As a regulated financial services company, we are required to identify all Users for legal, regulatory and compliance purposes prior to such Users’ use of our Platform. To ensure we remain in compliance with applicable reporting requirements in the jurisdictions in which we operate we may collect and verify your personal information including your legal name, address, government identification, date of birth, social security number, social insurance or taxpayer identification number, bank information, or credit card information. We may also ask questions and verify information ourselves or obtain personal information from third parties in order to verify your identity, prevent fraud, as well as request information from other entities, like banks, for information about you. By agreeing to this Agreement, you certify under penalty of perjury that the information provided, including your social security or taxpayer identification number, is correct and you agree that we may use the information you provide and other information to verify who you are. You agree that Uphold may maintain a record of such information, and that you will keep us updated if any of the information you provide changes.
   
   You additionally acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness including, without limitation, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report (which may be subject to a separate specific consent), or verifying information against third party databases or through other sources.
   
   These inquiries and verification may involve the sharing of certain aspects of your information with third parties for the limited purpose of completing these inquiries and verification. If you do not provide us with the information that we request of you in a timely manner, we may suspend, terminate or refuse to open an Account for you.
6. Entity Accounts/Authorized Users. If you are setting up an Account on behalf of an entity, you confirm that you are an authorized officer of that entity and have the authority to enter into agreements for and on behalf of that entity. As part of our due diligence procedures, we will require you to provide certain information concerning the entity, including but not limited to formation documents and information concerning beneficial owners. If you do not provide us with the information that we request of you in a timely manner, we may suspend, terminate or refuse to open an Account for you. If you are opening an Account on the Platform for an entity as a US User, you are hereby providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You also authorize us to obtain your personal and/or business credit report when you request certain new products or at any time we reasonably believe there may be an increased level of risk associated with your Account.
7. User Representations and Warranties. You represent and warrant to us that the following statements are and will remain true throughout the entirety of the period in which you are using our Platform:
   • All information you provide to us will be complete and accurate and you commit to keeping all information complete and accurate at all times.
   • The information about your address and residency is correct and you will notify us if it changes.
   • You will provide us with your legal identity and any supporting information and documents that we may request, including but not limited to a copy of your driver’s license and a copy of your passport.
   • You reside in, and will only access the Platform from, a country or state where we permit the Platform to be accessed. A list is provided here.
   • Your use of the Platform complies with all applicable laws and regulations, including all export controls and economic sanctions requirements.
   • You are at least 18 years old and have the capacity to enter into a legally binding agreement.
   • You will not engage in any Prohibited Businesses or Prohibited Use.
   • You acknowledge that your use of the Platform is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By sending, receiving, buying, selling, trading or storing Assets through the Platform, you agree that you will comply with all applicable law. You acknowledge that you are not permitted to acquire Assets or use the Platform if doing so would, directly or indirectly, violate applicable laws.
   • You are not in, under the control of, or a national or resident of, and will not supply any Assets (as defined in Section 4.1), product or service to a resident of 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.
   • You will not supply any Assets, products or services to 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, nor are you on or acting for 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.
   • If you are a Canadian User, you acknowledge that Uphold Canada outsources various services that we provide in connection with the Platform to affiliates and other service providers that are not in Canada. As such, You acknowledge that personal information will be processed outside of Canada and accordingly, subject to the legal requirements applicable in such foreign jurisdictions. Our ability to perform our obligations in respect of the Platform will depend on the ability of us and our affiliates and service providers to perform the services in respect of the Platform which will, in turn, be subject to the laws of the foreign jurisdictions where we, those affiliates and service providers are located.
   • You agree that in the event that we or such affiliate or service provider cannot or will not process any transaction in connection with the Platform, by reason that we or such affiliate or service provider may suffer legal and/or reputational risks, or that we or such affiliate or service provider may, by doing so, violate any law, regulation, rule or internal policy applicable to us or to it if such transaction is completed, then notwithstanding any other provision of this Agreement, such transaction will not be completed and we will have no liability. You acknowledge that you will not use the Platform if doing so would violate Canadian laws, which include, but are not limited to, those promulgated by the Government of Canada (including but not limited to Special Economic Measures Act and the Consolidated Canadian Autonomous Sanctions List) and/or any other applicable national, regional, provincial, municipal or local laws and regulations (each as amended from time to time).
   • You will not access the Platform using automated means of any nature without our prior consent. For developers, please see our Developer Agreement.
   • You will not send, use or upload any scripts, viruses or malicious code. You will not develop extensions, plugins or applications except as may be allowed under our Developer Agreement.
   • You will not do anything that could disable, overburden or impair the functionality, rendering or appearance of the Platform, including through denial of service or other attack.

Use of the Platform

1. You understand and agree that the Platform 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 Platform would violate any of the laws or regulations of the jurisdiction in which you reside, you agree to refrain from using the Platform in any manner that would violate any of the laws and regulations of such jurisdiction. This Agreement applies to use of the Platform in the United States and in Canada. Please refer to the agreements referenced above for use in other jurisdictions.
2. You may only create, have, administer and/or control one Account. If you require an additional Account, you must first get our written permission to do so. You may request an additional Account through our support contact form with the proposed purpose for an additional Account. We are under no obligation to approve any additional Account. If we find that you have opened, operated and/or are operating an additional Account, or more than one Account at any one time without our permission, we reserve all rights, including, but not limited to, terminating your Account(s), revoking your limited license to use the Platform and taking whatever other means we deem necessary to protect our Users, us and the Platform.
3. Your use of the Platform, 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.
4. Although we intend to provide accurate and timely information on the Platform, the Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or other errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our other policies, products and services. Accordingly, you should verify all information before relying on it. All decisions made by you based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Assets, is for informational purposes only and Uphold makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.

Description of the Account and Assets

1. Funds. User Accounts consist of various assets, such as cryptoassets (sometimes called “virtual currencies”), fiat currencies, precious metals and certain commodities (each individually, an “Asset”, and each type of Asset held together, a “Fund” and each type of Fund, collectively, “Funds”), each of which are held in omnibus accounts by Uphold, or by a third party, in each case for the benefit of and on behalf of Uphold’s Users. Although Uphold will retain internal ledgers indicating the amount and type of Funds held by each User, Funds will not be segregated by User and will be commingled with Funds of other Users.
2. Ownership. Uphold is a “custodial” platform. This means that Uphold is in possession of the private keys to any cryptoassets on the Platform. Any Funds placed by you on the Platform or acquired by you via the Platform will be held by and in the name of Uphold for your benefit, and as the beneficial owner, you will retain the economic value of such Funds (the “Value”), subject to this Agreement and to applicable law. You represent and warrant that you have title to and ownership of any such Assets that you transfer to the Platform at the time of such transfer, and that such Assets are not subject to any liens, security interest or third party claims of any nature. Uphold does not represent or treat Funds in your Account as belonging to Uphold; you remain the beneficial owner. Except as required by law or a facially valid court order, or except as provided herein, Uphold will not sell, loan, hypothecate, grant a security interest in, or otherwise alienate Funds in your Account without instruction from you.
3. Reserve. Notwithstanding Section 4.2,  Uphold operates a full reserve of Assets greater than 100% of its obligations (the “Reserve”). Uphold rebalances the Reserve by transacting on a principal basis through various banks and exchanges, such that the aggregate Value of any Fund asset type (e.g., Bitcoin) for all Users matches the aggregate holdings of Uphold in the Reserve, and you specifically authorize Uphold to trade such Assets for the purpose of balancing the Reserve. The Reserve ensures the aggregate obligations to Users are matched by the value of Assets held by Uphold. You recognize and accept that Uphold may custody your forms of Value in various ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. You agree that all forms of the same Value may be treated as fungible and equivalent of each other, without regard to (a) whether any form of such Value is wrapped or (b) the blockchain protocol on which any form of such Value is stored. Uphold segregates the Reserve operationally from its corporate funds, and we will not use the Funds covering obligations to Users for our operating expenses or any other corporate expenses. Funds in the Reserve in excess of obligations to Users are periodically swept and may be used by Uphold for its own purposes. The real-time status (delayed by 15 minutes) of all Funds held by Uphold in its Reserve may be viewed at any time on our Transparency Page.
4. Asset Tiers. Different types of Assets are handled differently by Uphold and the third parties with whom Uphold partners, and the actions you can take with such Assets on the Platform vary depending on the “Tier” in which such Asset is listed. A list of the particular Assets that comprise each Tier described below is available on our Transparency Page.
   • Tier 1 Assets (fiat currencies): Fiat currencies that are available for bank deposit or withdrawal by Users and may be bought, sold, held, or traded/exchanged via the Platform, or sent to other Users on the Platform. These Funds are held in omnibus accounts for the sole benefit of customers. If a User is a resident of a U.S. state or territory where Uphold holds a money transmitter license (see the list of states where we hold such licenses here) or does not require such licensure (currently CA, MA, MT, WI, and American Samoa), such Funds are held in accounts for the benefit of its Users pursuant to Uphold’s money transmitter licenses. U.S. dollar balances for Users residing in a U.S. state or territory where Uphold does not have a money transmitter license are held in an omnibus account in the name of Cross River Bank for the benefit of Uphold Users. Users in U.S. states or territories where Uphold does not hold a money transmitter license may not hold fiat funds for longer than 10 days at a time. Uphold will combine the balance of Tier 1 fiat currencies in a User’s Account with other Users’ balances of the same type of Tier 1 fiat currencies in an omnibus account and either (i) hold those Funds in a custodial account at a bank, or (ii) invest those Funds in liquid investments in accordance with state money transmission laws. Notwithstanding that the User is the beneficial owner of the underlying Tier 1 fiat currencies, Uphold will own the interest or other earnings on these investments. 
   • Tier 2 Assets (fiat currencies): Fiat currencies that are not available for deposit or withdrawal by Users, but may be bought, sold, held, or traded/exchanged on the Platform, or sent to other Users on the Platform. Uphold maintains positions with a third-party foreign exchange broker to reserve against its obligations to Users for Funds in Tier 2 fiat currencies. Notwithstanding that the User is the beneficial owner of the Value of Tier 2 fiat currencies, Uphold will own any interest or other earnings on these investments. Tier 2 Assets are not available to Canadian Users.
   • Tier 3 Assets (cryptoassets): Cryptoassets that are available for Users to deposit, buy, sell, hold, trade/exchange, send, or withdraw. Tier 3 cryptoassets are held by Uphold primarily in cold storage, with limited amounts being kept in warm or hot wallets to enable liquidity for Users. Certain Tier 3 Assets (or portions thereof) may be held in accounts on trusted third party exchanges in the name of Uphold for the benefit of Users. 
   • Tier 4 Assets (cryptoassets): Cryptoassets that are not available for deposit or withdrawal by Users, but may be bought, sold, held, or traded/exchanged on the Platform, or sent to other Users on the Platform. Tier 4 assets are held in both cold storage and in accounts with trusted third party exchanges in the name of Uphold for the benefit of Users.
   • Tier 5 Assets (equities): Tier 5 assets are not available to Users in the U.S. or Canada.
   • Tier 6 Assets (stablecoins): Residents of states where Uphold holds a money transmitter license may buy, sell, hold, trade/exchange, send, or withdraw stablecoins. These Assets are handled in the same way as Tier 3 Assets.
   • Tier 7 Assets (Universal Protocol tokens): Universal Protocol tokens are available for Users to deposit, buy, sell, hold, trade/exchange, send, or withdraw. UPT is not currently available to US residents. Universal Protocol tokens are held in a manner similar to Tier 3 cryptoassets, and are subject to our Universal Protocol Stablecoin Terms. Tier 7 Assets are not available to Canadian Users.
   • Tier 8 Assets (precious metals including UPXAU): Precious metals other than UPXAU are not available for deposit or withdrawal by Users, but all precious metals may be bought, sold, held, or traded/exchanged on the Platform, or sent to other Users on the Platform. The precious metals in User Accounts are held by a third-party broker, Gold Bullion International LLC. Delivery of the physical Assets which are held in User Accounts is facilitated upon request by third-party vendor AuSecure, LLC. UPXAU is handled in the manner similar to Tier 7 Assets, subject to the Universal Protocol Stablecoin Terms. For Users who want to redeem UPXAU held in their Accounts for gold that substantiates the UPXAU, please see our Universal Protocol Stablecoin Terms. Tier 8 Assets are not available to Canadian Users.
   • Tier 9 Assets (environmental assets): Environmental assets are available for Users to deposit, buy, sell, hold, trade/exchange, send, or withdraw. Environmental assets are held in a manner similar to Tier 3 cryptoassets, and UPCO2 and BTC0 are subject to our Universal Protocol Stablecoin Terms. Tier 9 Assets are not available to Canadian Users.
   • Tier 10 Assets (airdrops): Depending on the crypto network upon which an airdrop is made, airdropped tokens that are supported by Uphold are held in a manner either similar to Tier 3 cryptoassets or Tier 4 cryptoassets, and may be utilized on the Platform in a manner similar to either Tier 3 or Tier 4 cryptoassets.
5. Custody (Canada).  This Section 4.6 applies only to Canadian Users, and applies notwithstanding anything else to the contrary in this Agreement.
   • Cash custodial arrangements (Canada). Cash deposits you send to the Uphold Platform are held in trust for you in a custodial account with a Canadian financial institution, currently Peoples Trust Company of Canada, in the name of Uphold Canada for the benefit of its Users. The cash deposits held by Uphold Canada for you are held separate and apart from the assets of Uphold Canada. When you make an order to purchase cryptoassets for cash you authorize us to debit the required amount of cash that we hold for you to satisfy your order. No interest will be paid to you for any cash balance that you maintain in your Account.
   • Cryptoassets custodial arrangements (Canada). You hereby appoint Uphold Canada to act as the custodian of the cryptoassets purchased by you pursuant to this Agreement, to be held in trust by us for your benefit in accordance with this Agreement, and we accept such appointment and the obligations, duties, and responsibilities set out in this Agreement. Your purchased and deposited cryptoassets are held in trust in one or more of Uphold Canada’s omnibus custodial accounts at third-party cryptoasset custodians (each a “Custodian”), in cold storage wallets secured by third-party wallet providers, or in online “hot wallets” administered by us or our affiliates or a Custodian. Each Custodian records the cryptoassets beneficially owned by clients of Uphold Canada as separate and apart from any other assets custodied by the Custodian. The cryptoassets held in trust in your Account will be fully-paid assets beneficially owned by you and not by Uphold Canada. Uphold Canada will record your purchased cryptoassets in its books as separate and apart from anyone else’s cryptoassets and from Uphold Canada’s own property or that of its affiliates. Neither Uphold Canada nor the Custodians will loan, hypothecate, pledge, or otherwise encumber any cryptoassets in your Account unless instructed by you. Neither Uphold Canada nor any Custodian may use the cryptoassets in your Crypto Account in the conduct of its business.
   • Airdrops. Supported airdropped tokens will be delivered to User Accounts after Uphold receives the tokens in proportion to the amount of the referenced base cryptoasset held in each User’s Account at the time the reference snapshot is taken. In certain circumstances, Uphold may limit functionality of airdropped tokens such that Users are only permitted to hold, sell, or withdraw them. Although Uphold will make commercially reasonable efforts to support and deliver airdropped tokens that meet Uphold’s listing criteria, Uphold is under no obligation to do so. For more information on unsupported tokens, please see Section 6 below.
   • Risk of Loss. As the beneficial owner of Funds in your Account, you shall bear all risk of loss of Value in such Assets. Uphold shall have no liability for fluctuations in the Value of any Assets.
   • Fund Sub-Accounts. Your Account consists of different sub-accounts for each type of Fund you hold. The Value of the Funds you hold is reflected on the sub-accounts displayed in your Account and represented to you in real-time. This information, along with a 12-month history of account transactions, is also available on-line through the Uphold website or mobile app. You also have the right to obtain a 24-month written history of account transactions by writing to Uphold HQ Inc. [or Uphold Operating Canada, Ltd., ℅ Uphold HQ Inc.], 228 Park Ave. S., #50458, New York, NY 10003-1502, or by raising a support request. You acknowledge and agree that the reflection of Value in your Account constitutes delivery to you of any Funds, except for the delivery of any physical Assets that you initiate pursuant to Section 4.4.viii.
     Control of Underlying Protocols. Uphold does not own or control the underlying software for any blockchain protocols for the Platform, nor any third-party applications that may be integrated with the Platform, and Uphold does not assume responsibility or liability regarding the functionality or operation of the same.
     Asset Availability. Not all Assets are available to each User and different Assets are available to US Users and Canadian Users. Assets other than  Canadian dollars, Tier 3 Assets, Tier 4 Assets, and certain Tier 6 Assets  are not currently available to Canadian Users. A full list of Assets currently available to US Users can be found here, and a full list of Assets currently available to Canadian Users can be found here.

Adding Value on the Platform

1. We want the Platform to be convenient, so we may allow you to fund your transaction(s) or Account using different financial instruments and/or accounts such as bank accounts, credit cards, debit cards and other payment methods. When you fund your transaction(s) or Account, you confirm that you are permitted to use the associated financial instrument and/or account and you authorize us (and any designated payment processor or other service provider) to charge the full amount to the financial instrument and/or external account you designate. You also authorize us to collect and store that funding instrument, along with other related transaction information. Transfers of funds via ACH or other electronic funds transfer may be restricted for several days; you will be notified at the time of deposit if your funds will be subject to a restriction period and what that restriction period will be. During this period, you may use the funds that were deposited via ACH or other electronic funds transfer to transact on the Platform, but you may not withdraw or send the associated Value off of the Platform.
2. Bank Account Verification through Micro-Deposits.
   • US Users may link an external bank account (“Bank Account”) with their Account. This functionality is currently not available to Canadian Users.
   • When you first try to link your Bank Account with your Account, we may attempt to verify your Bank Account by either an automated micro-deposit (less than $1.00) or same day micro-deposits (each explained below). After your Bank Account has been verified and set up, your authorization will remain in full force and effect until you remove the Bank Account linked to your Account or close your Account or your Bank Account. We use a third-party partner, Plaid Inc., to make these micro-deposits on our behalf.
   • Automated Micro-Deposit. We may use an automated micro-deposit to attempt to verify your Bank Account if your bank supports this method. With an automated micro-deposit, a single micro-deposit into your Bank Account will be made and then automatically verified within one or two business days. If the micro-deposit is verified, the micro-deposit will be reversed and we will finish setting up your Bank Account. If the micro-deposit cannot be verified, we may discontinue and cancel your Bank Account setup. The micro-deposit will also be reversed.
   • Same Day Micro-Deposits. We may attempt to verify your Bank Account by using same day micro-deposits. With same day micro-deposits, two separate micro-deposits will be made into your Bank Account in different amounts using same-day ACH or other electronic funds transfer. You will then be required to verify the amount of each micro-deposit within one business day. If you timely verify the amounts of both micro-deposits, the two micro-deposits will be reversed and we will finish setting up your Bank Account. If you fail to timely verify the amounts of both micro-deposits, we may discontinue and cancel your Bank Account setup. The micro-deposit will also be reversed.
3. Third-Party Programs. We may partner with other third-party service providers to offer users different funding options and financial instruments (“Third-Party Programs”). By registering for and/or using any Third-Party Programs, you expressly agree that you have read, understand and accept all the applicable terms and conditions issued by the third-party service providers that may apply. By making these Third Party Programs available to Users, Uphold does not endorse such programs.

Supported and Unsupported Assets

1. Uphold US and Uphold Canada each have different listed Assets, and each uses commercially reasonable efforts to list and support all assets that meet their respective listing criteria. Not all assets meet such criteria, and circumstances may change such that an Asset that was previously supported may no longer be supported. Not all Assets that are supported are available to Users in every jurisdiction, and where an Asset is supported may change over time in Uphold’s sole discretion. Uphold shall not have liability to you based on its decision to list or de-list an Asset in any jurisdiction, or its decision to list any Asset in any particular Tier as described in Section 4.5 above, or to move an Asset from one Tier to another.
2. Any attempt to transfer any cryptoassets or assets that Uphold technology does not support and that Uphold does not formally recognize with respect to the Platform or that Uphold does not support or make available in the jurisdiction in which you reside (“Unsupported Assets”), whether through forks, airdrops, User error, OMNI layer protocols or otherwise, or any Funds received via initial coin offering distributions, will be not accepted by Uphold on behalf of any User, and, subject to the discretion of Uphold, Users will not receive any Value with respect to any such Unsupported Assets. PLEASE CHECK WHETHER AN ASSET IS SUPPORTED BY UPHOLD IN YOUR JURISDICTION BEFORE ATTEMPTING TO SEND IT TO YOUR UPHOLD ACCOUNT.
3. In the event that an Unsupported Asset is sent to Uphold by a third party or User, by error or otherwise, it is effectively lost to such third parties or Users. Any such Unsupported Assets will be treated as property of Uphold and may be disposed of in accordance with Uphold’s policy. Uphold is not responsible for the recovery or return of any Unsupported Asset sent to Uphold by any third party or User, regardless of the intention of the person sending such Unsupported Asset or attempts by Uphold to return such Unsupported Asset. Uphold will not be responsible for or be required to attempt to recover or provide Value with respect to any Unsupported Assets sent to the Platform, unless it decides to do so in its sole and absolute discretion. A full list of assets currently available to US Users can be found here, and a full list of assets currently available to Canadian Users can be found here. Any asset not included in such list is an Unsupported Asset, and please check the relevant list frequently, as it is subject to change. Before sending any asset to Uphold, check these lists and the Uphold app to see if that asset is available to you.
4. Uphold and its affiliates reserve the right in their sole and absolute discretion to list or delist any asset at any time in one or more jurisdictions. Should Uphold de-list an Asset you hold such that it becomes an Unsupported Asset, we will make commercially reasonable attempts prior to such de-listing to notify you, and upon the end of the notification period, to convert any such Asset into another supported Asset of our choosing at then-prevailing market rates and credit you with the Value of the Unsupported Asset held, less our cost of such conversion. If Uphold is unable to convert an Unsupported Asset into a supported Asset, whether due to legal or regulatory restrictions, the lack of an available market, or for any other reason in Uphold’s sole discretion, you understand that you may lose the Value of such Unsupported Asset.

Transactions on the Platform

1. Converting Funds. Users can transfer the relative Value in one respective Fund sub-account to one or more different Fund sub-accounts representing other Assets within their Account in one step, without the need for matching buyers and sellers or going through a limited set of trading pairs. Users may also send Funds to the Accounts of other Users on the Platform. Users’ sub-accounts are ledger entries on the centralized ledger which is owned and operated by Uphold. Users’ Assets are not either on-chain or deposited in a User-owned bank account until Users remove Funds from the Platform.
2. Withdrawing Funds. US Users can withdraw the relative Value of Funds from the Platform via ACH to their own Bank Account or other funding methods that Uphold may make available from time to time. Canadian Users can withdraw the relative Value of Funds from the Platform via any funding methods that Uphold may make available from time to time for such purpose; currently via transferring Tier 3 Assets to external cryptoasset wallets or addresses. Please contact Uphold support if you wish to withdraw via domestic wire.  Where applicable, Users pay a small spread to Uphold for transfer between Assets, as well as network fees and withdrawal fees for certain types/locations of withdrawal. Additional information regarding fees is included here at Section 7.14.
3. Initiating Transactions. Users can initiate transactions through their Accounts on the Platform. With regard to transactions you initiate to others, we will transfer Funds according to the instructions received from you, but we do not guarantee the identity of the person or entity on the other end of the transaction. You are responsible for verifying all information regarding any transactions you wish to initiate prior to submitting transaction instructions to us. We may require you to verify the identity of the person or entity you are transacting with, in certain circumstances. If you initiate a transaction to an email address not associated with an Account, we will invite the recipient to become a User. However, you are responsible for the accuracy of the recipient and transaction details you provide us. You specifically acknowledge that you understand that cryptoasset transactions generally cannot be cancelled or reversed, and Uphold has no liability for transactions made according to your instructions. Additionally, you acknowledge that your Account is self-directed. You are solely responsible for any and all orders placed on the Platform and you acknowledge and agree that all orders are unsolicited. Any investment decisions to buy, sell or hold Funds are yours and you acknowledge and agree that you have not received, and do not expect to receive, any investment advice or recommendations from any Uphold entity, and Uphold does not assess whether any transaction you decide to make is suitable for you. Uphold US, Uphold Canada, their affiliates and their respective employees, agents, principals and representatives under no circumstances will provide investment advice or recommendations and you acknowledge and agree that your use of the Platform or any part thereof will not constitute the provision or tendering of any investment advice or recommendations. To the extent research materials or similar information are available through the Platform, you understand and agree that these materials are intended solely for informational or educational purposes and do not constitute a recommendation or solicitation to enter into any transactions or to engage in any investment strategy.
4. Transfer Reversal. You expressly agree that you will not reverse or attempt to reverse any transfer(s) of Funds or Value to your Account that you complete. You also agree that we may deduct any amounts associated with your Account if an add-Funds or add-Value transaction using a bank account or credit card is subsequently reversed via a chargeback, reversal, claim, or is otherwise deemed fraudulent or erroneous. We may also deduct any amounts held by you in your Account to satisfy any outstanding amount owed by you to us under this Agreement or otherwise. We reserve the right to report, suspend and/or terminate Accounts for chargeback abuse, and to prosecute offenders.
5. Non-Sufficient Funds. Your bank may charge you non-sufficient funds (“NSF”) or overdraft fees if you do not have sufficient funds to complete a transaction. You are responsible for maintaining an adequate balance in your Account and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. Any and all NSFs are your sole responsibility. Uphold reserves the right to submit a pre-authorized ACH or other electronic funds transfer up to two times in order to collect the funds. If your primary funding method has insufficient Value to cover the amount to be added, we may immediately cancel or reverse the transaction; if your Account has already been credited the amount that was subject to the NSF, we reserve the right to deduct that amount from any available Funds in your Account. We may try, but have no obligation to, attempt to fulfill add-Value transaction using an alternative payment method. You agree that we may debit any of your payment methods for the full or partial amount of your add-Value request plus any fees or amounts due us. We may resubmit debits or charges to your add-Value methods until all amounts owed by you to us are satisfied in full. We reserve the right to report, suspend and/or terminate Accounts for NSF abuse, and to prosecute offenders.
6. Unauthorized and Incorrect Transfers. When a transfer occurs using your Login Credentials, we will assume that you authorized such transfer, unless you notify us otherwise. If you believe you did not authorize a particular transfer or that a transfer was incorrectly carried out, it is your responsibility to contact us as soon as possible using the form available here. All means to report a compromised account are available here. It is important that you regularly check your Account and sub-account balances regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transfers. We are not responsible for any claim for unauthorized or incorrect transfers unless you have notified us in accordance with this section. Note that transactions involving cryptoassets may be irreversible. See Sections 13.2 and 13.3, below, for more information on errors related to transactions to fiat funds (Tier 1 Assets or Tier 2 Assets).
7. Account Value Tracking. We provide tools to track, transfer, and manage your sub-accounts and Account information. Within the limits of the Platform, we facilitate Value transactions according to instructions received from your Account and communicate with the Value transfer and transaction network(s) on your behalf, as necessary.
   
   With respect to the Value of some Funds, we cannot always guarantee that a requested transaction will not be delayed and you agree that, subject to applicable law, we are not responsible for any issues with respect to such delays. We rely upon third parties, such as exchanges, for the purchase and sale of Assets to maintain the necessary value of Funds in the Reserve. Some of these parties have short operating histories and unproven management and there have been situations where some Value and other trading platforms or exchanges have lost client funds due to fraud, mismanagement, theft or other reasons. There is a risk that one or more of these parties may not perform according to our agreements with them and you accept those risks.
8. Pending Transactions. Once a transaction is submitted by a User, such transaction will be pending for a period of time in order for Uphold to confirm the transaction. When a transaction is pending, it has not been completed yet, and your Account will reflect such transaction as pending and the Funds will not be available to a User until the transaction is complete.
9. Transfers off Platform. In certain cases, Uphold permits the removal of Funds or the relative Value of Funds to an outside cryptoasset address or a Bank Account linked to your Account. To transfer Funds from your account off the Platform, you must transfer cryptoassets to a correct address or use any fiat transfer methods that we may, from time-to-time, make available to you. You specifically acknowledge that you understand that Fund transfers off the Platform cannot be cancelled or reversed (other than certain fiat currency transactions involving ACH or other electronic funds transfer), and Uphold has no liability for transfers made off the Platform according to your instructions.
10. User Authorization for Third-Party Withdrawals. You acknowledge and agree that you may authorize the withdrawal or transfer of funds from your account to third-party accounts or platforms, including but not limited to payment processors, wallets, or financial institutions. Such withdrawals may be subject to additional verification steps, as required by applicable laws and our security protocols.
11. Liability for Third-Party Withdrawals. You acknowledge and agree that you remain solely responsible for the accuracy of the details provided for third-party withdrawals. We will not be liable for any losses, delays, or errors resulting from incorrect or incomplete information provided for such transfers. Once a withdrawal request has been submitted and processed, it cannot be reversed.
12. Third Party Fees and Processing Times. Any fees associated with third-party withdrawals will be clearly disclosed at the time of the transaction. Processing times for third-party withdrawals may vary depending on the external service or institution and may be beyond our control.
13. Compliance with Law. By initiating a withdrawal or transfer to a third-party, you confirm that you have obtained any necessary permissions or consents for the transfer, and that the funds will be used in accordance with all applicable laws and regulations.
14. Fees
    • Any transaction involving a conversion, transfer or exchange of one Asset to another Asset, or from an Asset to or from an external account, is subject to a “spread” for the given transaction. The price of the Asset as displayed on the Platform on the “Transact” page includes this spread. The price displayed in terms of the originating Asset for the transaction is what your Fund sub-account will be debited, and the amount displayed of the Funds being acquired is what your sub-account will be credited. Any amounts displayed on the “Transact” page in an Asset other than the Assets being transferred from or to is for informational purposes only. You acknowledge that because the price of an Asset on the Platform includes a margin or “spread” between the price quoted to you and the price at which Uphold may execute any underlying transaction, the quoted buy price may not be the same as the sell price at any given time. You agree, as a condition of using the Platform, to accept the price displayed and offered to you on the Platform as the sole conversion metric. You have no obligation to accept the offered buy or sell price for Assets on the Platform. Uphold may change the spread in its sole discretion.
    • Notwithstanding the above, we may charge a conversion or exchange fee for some transactions and will display any such fee before you initiate a conversion or exchange. If we confirm your transfer of one type of Fund to another, you agree to the posted exchange rate for that conversion. Such fees are listed here.
      We may charge a fee for adding and removing Funds to cover applicable bank, credit/debit card, wire or other fees, including cryptoasset network fees. We will display any applicable fees for adding or removing Funds prior to you completing the transaction and after authorization of the transaction in each receipt we issue to you. We will not process a transaction if the fee exceeds the value of your transaction. In addition, your bank or card issuer may charge fees for a given transaction.  
      Current fees are located here, however, any posted fees may not apply to certain high volume and/or institutional or business customers with whom we require a separate agreement.
    • The purchase price for Assets and any applicable fees are exclusive of any applicable goods and services, harmonized sales, value added, sales, transfer and other applicable taxes that may be applicable, and any such taxes shall be charged in addition as required by applicable law.
15. Recurring/Automated Transactions.
    • If you initiate or set up recurring transactions to add Funds, add Value or remove Funds, remove Value via bank, credit and/or debit card transfer, you authorize us to initiate recurring electronic debit or credit entries from or to your relevant linked Bank Account(s); if you initiate other scheduled, recurring or automated transactions such as a recurring transfer between your sub-accounts (e.g., US$100 to BTC every day) or a limit order or other automated transaction based on certain conditions (e.g., buy US$100 worth of BTC when the price of BTC falls below US$18,000), you authorize us to initiate such transactions on the specified dates or when the specified conditions are met.
    • In certain situations, such as scheduling a transaction to take place in the future which will require drawing from your credit or debit card, we may conduct a “microtransaction” of less than a dollar to validate your card, which will be reversed within approximately 5 to 7 days. You expressly authorize us to process this microtransaction.
    • Your recurring transactions will occur in identical periodic installments based on the period you specify (e.g., daily, weekly, monthly), until either you or we cancel the recurrence. Automated transactions/limit orders based on conditions will remain active until the conditions are met, the conditions expire according to the terms you set, or either you or we cancel the transaction. Scheduled or recurring transactions will generally occur on the specified date at the same time of day as when the transactions were configured, and may be cancelled until 11:59pm of your local time on the day before a transaction is to take place; automated transactions such as limit orders may be cancelled at any time prior to the specified conditions being met.
    • Transactions set to occur in the future will be executed at the then-current market price as offered by Uphold on the Platform, which may differ from the price displayed for informational purposes at the time the transaction is set up or initiated by you. If a deposit or withdrawal transaction falls on a weekend or holiday, or after bank business hours, an electronic credit or debit may be executed on the next business day but the applicable exchange rate (if applicable) at the time of the scheduled transaction will apply.
    • You are responsible for ensuring that there are sufficient Funds in your “From” sub-account or Bank Account to process any recurring or automated transaction at the time of execution; if there is not sufficient Funds, the transaction will not be processed. If your institution is unable to process any debit entry, we will attempt to notify you.
    • Your authorization will persist until you change your recurring or automated transaction settings or notify us in writing, and we have an opportunity to act upon such changes.
    • You agree to notify us in writing of any changes in your linked external account(s), debit card information and/or credit card information prior to setting up a recurring or automated transaction. We may, at any time, terminate recurring or automated transactions with prior or subsequent notice to you.
    • Recurring or automated transactions may fail due to various reasons beyond our control, including insufficient Funds in the account you selected to fund the transaction, a change in the availability of an asset in your jurisdiction, extraordinary market or blockchain conditions that result in Uphold not being able to process the transaction, or other factors. You agree that Uphold will not be liable to you for failure to execute any recurring or automated transaction due to reasons beyond our reasonable control.
16. Revoking Transactions. Users may not withdraw consent for initiated transactions that are pending. However, Users may withdraw consent for certain transactions that are scheduled to occur on a future date, including recurring and automated transactions. In the case of future transactions, a User may withdraw consent up until the end of the first business day before such future transaction is scheduled to take place. To withdraw your consent for repeat transactions: in the tab bar, click on “More”, then click on “Activity”, then click on the “Repeat” button. You will then see a list of active automated transactions. Click on the transaction you wish to cancel to see the details, and then click on the “...” button in the top right corner. Select “Stop repeat transaction”, confirm the action, and the repeat transaction will be canceled. To withdraw your consent for limit orders: In the tab bar, click on “More”, then click on “Activity”, in the top it will appear a button “Limit”, click on it, there you will see a list of active limit orders, click in the one you want to cancel to see the details, in the top right corner a button will show up, click on it to cancel the order, confirm the action, and the limit order will be canceled.
17. Uphold’s Right of Refusal to Complete Transactions and to Hold Funds. For regulatory and compliance reasons, we reserve the right to refuse to complete transaction(s) initiated by you if we, in our sole discretion, suspect the transaction(s) may involve illicit activity like money laundering, terrorist financing, fraud, any crime, or as required by facially valid legal process, or relates to a Prohibited Businesses or Prohibited Use. We reserve the right to report, suspend and/or terminate Accounts for such suspected activity. To the extent we are required by relevant law related to U.S. sanctions enforced by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC) to hold Funds in your Account or as part of a transaction initiated by you, such held Funds will be held as follows until such time as release is permitted by OFAC: (i) Tier 1 Assets will be held in a separate interest-bearing account for your benefit; (ii) the USD value of any Tier 2 Assets (calculated at the time such hold is first put in place using Uphold’s then-current rates) will be held in a separate interest-bearing account for your benefit; (iii) all other Assets will be held in the type of Asset that is subject to the hold without any interest.
18. Transaction Limits. The use of the Platform is subject to a limit on the amount of volume you may transact or transfer in a given period (e.g., daily or monthly). Your transaction limits may vary depending on your payment method, verification steps you have completed, your jurisdiction of residence, applicable regulation, and other factors. Uphold reserves the right to change applicable limits as we deem necessary in our sole discretion or as regulation requires. If you wish to raise your limits beyond the posted amounts, you may submit a request here. Upon receiving such request, we may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Uphold staff (such process, “Enhanced Due Diligence”). Uphold reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time, even if you have completed Enhanced Due Diligence. Note that failure to provide required documentation may result in restrictions to your account, or potentially closure of your account.
19. Third-Party Data and Quotes. We do not make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. We may provide you information regarding the Value in any sub-account based on the price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but that we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against Uphold or the quote provider related to the quotes or the quote-based information on the Platform.

Additional Services

1. Additional Services. Uphold may offer Users additional services that may be subject to additional terms and conditions. Any such additional terms and conditions will be posted on the Legal webpage, and Users must agree to any such additional terms and conditions prior to utilizing the relevant additional services.

Termination or Cancellation

1. User Cancellation/Termination. In the event that you want to stop using the Platform, you can cancel your Account if you are in good standing and compliant with this Agreement and other policies. To cancel, simply remove all Funds in your Account and visit our Cancellation FAQ for instructions. We will decide whether to cancel or suspend any pending transactions and we will need to hold Funds until any applicable reversal windows are complete and all your obligations to us are satisfied. Of course, you may not cancel your Account(s) in an effort to avoid paying amounts due us or if your activity is under investigation. Note that withdrawals are subject to minimum balances; contact Uphold support if you are not able to cancel your account.
2. Uphold’s Right to Terminate Your Account. In some cases we may terminate, suspend or otherwise restrict your Account and use of the Platform if we suspect your Account(s) may be connected to any Prohibited Use or Prohibited Business, for suspected violation of this Agreement or any applicable agreements or policies, where required by applicable law, or to otherwise prevent potential loss. Your use of the Platform is a privilege, and not a right, and we reserve our right to terminate, suspend or restrict your access to the Platform, as well as take other actions described in this Agreement, at any time to protect you, other Users and/or us as we deem necessary.
3. Transfer of Funds upon Termination. If your Account is terminated, or subject to verification requirements, you will generally be permitted to transfer Funds or the relative Value of Funds off the Platform for thirty (30) days unless those transfers are otherwise prohibited.

Inactive Accounts

1. Unclaimed Property. In the event you have Funds in your Account, and Uphold has deemed the account inactive by no record of you logging into the Platform for more than a period of time fixed by applicable law (for example, in the US, such period is usually between 3 and 7 years, depending on the state), or if you cancel your Account and leave a balance, then applicable law may require Uphold to report these Funds as unclaimed property to the state, province or territory where your account is registered. In the event this occurs, Uphold will attempt to locate you via email and at the physical address on record, however, if Uphold is unable to locate you, Funds may be surrendered (escheated) to the applicable jurisdiction as unclaimed.
2. Closing of an Account. Uphold will attempt to communicate to you prior to your account becoming inactive that your account will be debited if your account remains inactive past the 90 days anniversary of your last activity.
   
   Uphold may in its sole discretion close accounts with balances with Value below $0.01 if there are no logins initiated by a User within a one-year period. For the purposes of this Section 10.2, a transaction is considered any action in which Funds are moved through initiation by a User within his or her Account, including a bank transfer (deposit or withdrawal), moving Funds between sub-accounts, or sending Funds to another User or cryptoasset address. Any balances in Accounts closed pursuant to this subsection will be forfeited and become property of Uphold.
3. Death of a User. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account and, during this time, no transactions may be completed until: (i) your legally designated heir, executor or fiduciary (collectively, a “Fiduciary”) has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, which we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the Fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account. If you have not designated a Fiduciary, then we reserve the right to (i) treat as your Fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust or a Small Estate Affidavit, or (ii) require an order designating a Fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account. Pursuant to the above, the opening of a new Account by a designated Fiduciary is mandatory following the death of an Account owner, and you hereby agree that your Fiduciary will be required to open a new Account subject to Uphold’s standard procedures and provide the information required under Section 2 of this Agreement in order to gain access to the contents of your Account.

Data Security

1. Information Sharing. We do not share your information unless we have your express consent or are authorized or required to do so by law. We collect, use, and disclose your information in accordance with our Privacy & Data Policy. Valid subpoenas for information should be sent to [email protected]. We may contact any other financial institution, law enforcement or affected third parties (including other Users) and share details of any transactions you are associated with if we believe doing so may prevent financial loss, imminent harm, or a violation of law. Additional information is available in our Privacy & Data Policy.
2. Security Breach. If you suspect that your Account or any of your security details have been compromised, or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Uphold (together a “Security Breach”), you must immediately notify the Support Team by raising a support request or contact us via one of the methods detailed here and continue to cooperate and provide accurate and up to date information to us throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

Taxes

1. Users who are United States persons are required to submit a W-9 IRS form with a valid tax identification number (typically a Social Security Number for individuals). This information may be shared with our third party partner, Taxbit, in order to prepare required tax forms that will be issued to you. You are responsible for and will pay any applicable taxes, duties and fees applicable to activities in your Account and any of your Funds. 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 Account and your Funds will be paid by you. You are responsible for reporting any proceeds of sale transactions and dividends paid in your Account to the Internal Revenue Service or other applicable tax authority in accordance with applicable law.
2. If you are a United States person, as a condition of using our platform services you certify under penalties of perjury that:
   • The Social Security number or Employer Identification Number provided is correct; and
   • You are not subject to backup withholding due to the failure to report interest and dividend income.
3. The tax treatment in respect of the use of the Platform is uncertain, and it is your responsibility to determine what taxes, if any, arise from use of the Platform. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using the Platform. 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 using the Platform. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences.
4. You understand that we may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities the Platform to a tax or governmental authority to the extent such reporting is required by applicable law. We will also withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, we may ask you for tax documentation or identification or certification of your taxpayer status as required by applicable law, which you agree to provide. Any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law.

Customer Complaints, Error Resolution, and Arbitration for US Users

1. Communicating Complaints. If you have any complaints concerning the Uphold Platform or encounter any difficulties in using the Platform, please contact support by raising a support request; chat with our automated bot or live personnel via the support chat feature in the mobile app or on the website; or write to us at 228 Park Ave. S., #50458, New York, NY 10003-1502; or call +1 (888) 821-0966 and leave us a message. Be sure to include your name, the email address associated with your Account, and a description of the issue. Your message will automatically be assigned a ticket number that will be emailed to you. In all future communications with Uphold regarding your issue, please reference the ticket number you were assigned. Failure to do so may result in delays in resolving your issue. 
2. Error Resolution for Transactions for US Users involving Fiat Funds (Tier 1 Assets and Tier 2 Assets). If you are a resident of the US and you believe that an error has occurred on your account concerning fiat funds held by you (i.e., Tier 1 Assets or Tier 2 Assets, as described above), write to us at Uphold HQ Inc., 228 Park Ave. S., #50458, New York, NY 10003-1502, or contact support by raising a support request as soon as you can. We must allow you to report an error until 60 days after the earlier of the date you electronically accessed your Uphold Account after the error occurred, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared. You may request a written history of your transactions at any time by calling us at 1-888-677-9280 and leaving us a message, writing to us at Uphold HQ Inc., 228 Park Ave. S., #50458, New York, NY 10003-1502, or submitting a support request. You will need to tell us: (i) your name and the email address associated with your Account; (ii) why you believe there is an error, and the dollar amount involved; and (iii) approximately when the error took place.
   
   If you tell us via social media, we may require that you send us your complaint or question via mail or email within 10 business days. We will determine whether an error occurred within 10 business days after we hear from you via mail or email and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Account within 10 business days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing via mail or email and we do not receive it within 10 business days, we may not credit your Account. For errors involving new Accounts or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Accounts, we may take up to 20 business days to credit your account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call us at 1-888-677-9280 and leave us a message, notify us through www.uphold.com, write to us at Uphold HQ Inc., 228 Park Ave. S., #50458, New York, NY 10003-1502, or contact support by raising a support request.
3. Arbitration (US). This Section 13.4 (the “US Arbitration Provision”) sets forth the circumstances and procedures under which claims (as defined below) from US Users shall be arbitrated instead of litigated in court upon the election of either party. You may reject this US Arbitration Provision by sending us a written notice which gives your name, address, email address associated with your Account, with a statement that you reject the US Arbitration Provision. The rejection notice must be sent by certified mail, return receipt requested, to Uphold HQ Inc. Attn: Arbitration Rejection Notice, 228 Park Ave. S., #50458, New York, NY 10003-1502. A rejection notice must be signed by you and received by us within 45 days after the date you first open an account or the date this US Arbitration Provision first becomes effective, whichever is later. Rejection of arbitration will not affect any other term of this Agreement. For greater certainty, this US Arbitration Provision does not apply to any Canadian Users of the Platform.
   • Definitions: As used in this US Arbitration Provision, the term “Claim” means any claim, dispute or controversy between you and Uphold or any of its affiliates, agents, employees, officers, or contractors, arising from or relating to this Agreement. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims, claims based upon contract, tort, fraud and other intentional torts, consumer rights, statutes, regulations, ordinances, common law and equity, and claims which arose before the date of this Agreement. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (a) your Uphold Account; (b) the amount of available Funds in your linked Uphold Account; (c) advertisements, promotions or oral or written statements related to the Uphold Platform; (d) the benefits and services related to the Uphold Platform; (e) data breach or privacy claims arising from or relating directly or indirectly to our disclosure of any non-public personal information about you; or (f) collection of any debt and the manner of collection. We shall not elect to use arbitration under the US Arbitration Provision for any individual Claim that you properly file and pursue in a small claims court of proper jurisdiction so long as the Claim is individual and pending only in that court; any Claim that is appealed, transferred or removed from that court shall be subject to arbitration. Also, “Claim” does not include disputes about the validity, enforceability, coverage, or scope of this US Arbitration Provision or any part thereof; all such disputes are for a court and not an arbitrator to decide. Notwithstanding the foregoing, the term “Claim” includes any dispute about the validity or enforceability of this Agreement as a whole; any such Claim is for the arbitrator, not a court, to decide. Even if all parties have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this US Arbitration Provision. As solely used in this US Arbitration Provision, the terms “we,” “us” and “our” shall for all purposes mean Uphold US and its subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors and representatives. In addition, the terms “we” “us” and “our” shall include any third party using or providing any product, service or benefit in connection with the Platform if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this US Arbitration Provision, the terms “you” or ”yours” shall mean all persons or entities approved by us to have and/or use an Uphold Account, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional cardholders.
   • Initiation of US Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this US Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 120 Broadway, Floor 21, New York, NY 10271; website at www.adr.org. If both JAMS and the AAA are unable to serve as administrator and we cannot agree on a replacement, a court with jurisdiction will appoint the administrator or arbitrator.
   • Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ARBITRATION. THE ARBITRATOR SHALL NOT JOIN OR CONSOLIDATE CLAIMS EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. 
   • Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action or private attorney general basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Account holders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. This section of this US Arbitration Provision is the “Class Action Waiver.” (Special procedures apply to Claims that seek public injunctive relief, as set forth below).
   • Location of Arbitration/Payment of Fees: Any arbitration hearing that you attend shall take place in the County of New York, New York. At your written request, we will consider in good faith making a temporary advance of all or part of the filing, administrative and/or hearing fees for any individual Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your residential address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification. 
   • Arbitration Procedures: This US Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that this US Arbitration Provision shall control if it is inconsistent with the applicable Code or with other provisions of this Agreement. The arbitrator will be selected under the administrator’s rules, except that the arbitrator must be a lawyer with experience in the subject matter of the Claim or a retired judge, unless you and we agree otherwise in writing. 
   • The arbitrator shall apply the applicable substantive law, consistent with the FAA, that would apply if an individual matter had been brought in court. The arbitrator may award any damages or other relief of remedies that would apply under applicable law to an individual action brought in court, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable, and declaratory relief (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). The arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the administrator’s rules or applicable law. The arbitrator shall apply applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within 15 days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within 20 days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, if the amount in controversy exceeds $50,000, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have 30 days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within 120 days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding except for any appeal rights under the FAA.
   • No Preclusive Effect: No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this US Arbitration Provision.
   • Continuation and Severance: This US Arbitration Provision shall survive cancellation, suspension, revocation or termination of your Account or this Agreement as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this US Arbitration Provision is held to be invalid or unenforceable, it shall not invalidate the remaining portions of this US Arbitration Provision, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and us with respect to a Claim that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, this entire US Arbitration Provision (except for this sentence) shall be null and void in such proceeding; and (B) If a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver and/or elsewhere in this US Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim, and that determination becomes final after all appeals have been exhausted, the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class-wide or public injunctive relief be arbitrated.

Third Party Services and Applications

1. We may, from time-to-time, contract with third parties who may provide services to Uphold or its Users, including financial products and other services in connection with the Platform. To the extent required by applicable law, regulation or any agreement with such providers, we will provide and update a list of relevant financial service partners through the Platform. Contracting with other financial service partners or providers may require us to share your personal information in order for them to provide services to Uphold. All collection, sharing and use of personal information is subject to our Privacy & Data Policy.
2. You may decide to link to third-party applications or content others make available through the Platform. As such, you expressly authorize us to work with third-party service providers, including SSO services and providers of financial products and services, to deliver certain Platform functionality including, without limitation, enabling the loading, transfer, conversion and storage of Funds. You should carefully consider both the functionality purportedly offered and the developer offering the functionality before authorizing the application. Unless otherwise stated, we have no control over applications and assume no responsibility for developers’ actions.
3. If you authorize a third-party application to connect to your Account 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.
4. You also agree that you will not hold us responsible for, and will indemnify us against any liability arising out of or related to any act or omission of any third-party using your Account credentials whether a developer or otherwise. You may remove permissions granted to third parties with respect to your Account at any time through your account settings (authorized applications) page.
5. A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Platform. If market data and quotes are provided to you by a third party, your use of the market data and quotes will be governed by the terms and conditions imposed by such third party.
6. You represent and agree that the following statements are and will continue to be true for so long as you have access to the Platform: (a) you will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges; (b) you will not use the Platform in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and (c) if you are employed by a bank or an insurance company or an affiliate of either you will not perform functions related to securities or commodity futures trading activity, except with respect to your Account(s) with us.

Electronic Communications

1. We may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices and other communications (collectively “Communications”) to you in written form. By agreeing to this Agreement, you consent to Uphold delivering such Communications to you in electronic form. Consent for electronic delivery applies to every year the statements are furnished. If you no longer have access to your account to receive the disclosures in electronic format then you may request the disclosures in written form.
2. By agreeing to this Agreement, you agree that all Communications from us relating to your use of or access to the Platform may be provided or made available to you electronically by email, text messaging (SMS), “in-app” messaging or by posting a Communication on the Platform, and that you can access the Communications in the designated formats described below. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us and our agents concerning your Platform usage and access.
3. Electronic Communications shall be deemed to be received by you upon delivery in the following manner:
   • Posting them to your Account on our website or in an associated mobile application;
   • Posting them on or in a website or mobile application associated with us or the Platform;
   • Sending them via electronic mail to the email address you used to register for the Platform;
   • Sending them via text messaging (SMS) to the phone number you used to register for the Platform; or
   • Otherwise communicating them to you via the Platform.
4. It is your responsibility to open and review Communications that we deliver to you through the methods described above. We may, but are not obligated to provide you with notice of the availability of a Communication that is delivered in one of the methods described above (for example, by informing you of such Communication through a notification sent to your mobile device).
5. It is your responsibility to keep your primary email address and mobile number registered with us up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address or mobile number registered with us is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. You can update your primary email address and other contact information by submitting a Support request or by logging into the Platform and navigating to your profile.
6. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you may need to add us to your email address book so that you will be able to receive the Communications we send to you.
7. If you are requesting additional copies of Communications or withdrawing your consent, the following additional terms will apply:
   • You may contact us, or any applicable service provider, to request another electronic copy of the electronic Communication without a fee;
   • You may request a paper copy of such electronic Communication within ninety days of the original Communication issuance date, and we reserve the right to charge a fee to provide such paper copy;
   • You may contact us to update your registration information used for electronic Communications or to withdraw consent to receive electronic Communications;
   • We reserve the right to terminate your use of the Platform and any associated service provider products and services if you decline or withdraw consent to receive electronic Communications.
8. Hardware and Software Requirements. In order to access, view, and retain Communications it is recommended to have the latest operating system release and the latest version of the Uphold mobile app. The minimum required to access the Uphold Platform, you must have:
   • An Internet browser that supports 128-bit encryption
     • Microsoft Internet Explorer version 11.0.220 or above,
     • Google Chrome version 88 or above,
     • Safari version 13.1.2 or above,
     • Brave version 1.3 or above, or
     • an equivalent browser
     • Sufficient electronic storage capacity on your computer's hard drive or other data storage unit
     • An e-mail account with an Internet service provider and e-mail software
   • And either,
     • A personal computer (1.6 GHz Base or higher), operating system and telecommunications connections to the Internet capable of receiving, accessing, displaying, and either printing or storing Communications received from us in via a plain text-formatted e-mail or by access to our web site using browser specified above or equivalent software. or
     • Apple iPhone or iPod Touch running iOS 12.1 or later. or
     • An Android mobile device running Android version 4.19.7 or later

Indemnification; Uphold’s Rights and Remedies

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 Platform, 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 this Agreement or any other User agreement, and/or your use of the Uphold Platform. Except if you are a resident of Québec, 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. This Section 16.3 does not apply if you are a resident of Québec. If you engage in a Prohibited Use or Prohibited Business or otherwise violate this Agreement 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/or directly from your Account the greater of such amount or the actual damages incurred.
4. Computer Viruses. Uphold shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Uphold. Always log into your Account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

Disclaimer

1. WE TRY TO KEEP THE PLATFORM UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE PLATFORM 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 PLATFORM, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE PLATFORM 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 CRYPTOASSET AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF A CRYPTOASSET, 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 CRYPTOASSETS CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING CRYPTOASSETS, EVEN IF THE PLATFORM 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 PLATFORM 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, AND 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. THIS SECTION 17.4 DOES NOT APPLY IF YOU ARE A RESIDENT OF QUÉBEC. NEITHER WE NOR OUR AFFILIATES, SERVICE PROVIDERS, OR 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 THIS AGREEMENT OR THE PLATFORM, 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 THE GREATER OF (A) THE ACTUAL FEES PAID TO US BY YOU IN THE PRECEDING THREE (3) MONTHS OR (B) 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.

Other Matters

1. Legal Process. You agree and understand that Uphold may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which we reasonably and in good faith believe to be valid. We may, but are not required to, notify you of such process by electronic communication. We may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that we reasonably believe in good faith to be valid. You further agree that we may honor any legal process, regardless of the method or location of service.
2. License. We grant you a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Platform solely for informational, transactional, or other approved purposes and reserve all other rights in the Platform, including without limitation, our websites, APIs and other content. You agree you have no other rights beyond this limited license. You agree you will not copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the Platform for any purpose. You also agree that you will not frame or display any part of the Platform without our prior written permission and that you will not use our trademarks without our permission.
3. Non-Waiver. 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. This Agreement shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations.
4. Development Agreement. Unless otherwise agreed in writing, this Agreement, any other agreements and policies (including any brokerage agreement and, if you are a developer, you additionally agree to our Developer Agreement) referred to herein or therein, and the terms and conditions contained in your Account statements and confirmations, set forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and of every nature between and among you and us.
5. Assignment. This Agreement, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempted transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
6. Enforceability. If any provision of this Agreement is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.
7. Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
8. Survival. Provisions herein related to suspension, termination, cancellation, debts, general use of the Platform, fees, disputes, your liability, indemnity and general provisions shall survive any termination of this Agreement.
9. Convenience of Summaries. This Section 18.9 does not apply to you if you are a resident of Québec. If you are a resident of Québec, please refer to Section 18.13.1 of this Agreement. Any translation or summary of the Platform, this Agreement and/or policies is provided solely as a convenience and is not intended to modify the Platform, this Agreement, and/or any policies. You agree that the English version of the Platform, this Agreement and/or policies will control in the event of any conflict between the English versions of the Platform, this Agreement and/or policies and any translated versions of the same.
10. Governing Law; Venue (US Users). If you are a US User, you agree that the laws of the State of California, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and Uphold US, except to the extent governed by U.S. federal law. Subject to the US Arbitration Provision, any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Marin County, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein.
11. Governing Law; Venue (Canadian Users other than residents of Québec). If you are a Canadian User, you agree that the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and Uphold Canada. Any legal action or proceeding arising under or relating to this Agreement shall be instituted in the courts of Toronto, Ontario and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
12. Governing Law; Venue (Canadian Users residing in Québec). If you are a Canadian User residing in Québec, you agree that the laws of the Province of Québec and the federal laws of Canada applicable therein govern this Agreement.
13. Additional Matters for Canadian Users. The provisions of this Section 18.12 apply solely to Canadian Users:
    • This Agreement is available in both French and English language versions. The French version can be accessed by clicking here. You hereby confirm that you have requested that this Agreement and all related documents be drafted in English, that you have been provided with a French language version of this Agreement and that you have agreed to be bound by the English language version of this Agreement.
    • Canadian Users shall not be considered US Users under this Agreement (notwithstanding that a Canadian User resident in Canada may temporarily be located in the United States, for example). Canadian Users may not have access to Assets or other products or services available to US Users. You are required to notify us immediately if your residency changes.
    • In addition to the eligibility requirements of Section 2.1 of this Agreement, if you are a Canadian User, you must hold an account at a Canadian financial institution, which includes any bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, or caisse populaire that is authorized by a Canadian government to carry on business in a Canadian jurisdiction.
    • Should you wish to write to us pursuant to any provision in this Agreement, please use the following address notwithstanding anything else in this Agreement: Uphold Operating Canada Ltd. c/o Uphold HQ Inc., 228 Park Ave. S., #50458, New York, NY 10003-1502.
    • You further hereby represent, warrant and undertake to Uphold that you are purchasing Assets with funds which are from legitimate sources and which do not constitute the proceeds of criminal conduct, or realisable property, or the proceeds of money laundering or terrorism financing or property of terrorists for the purposes of the Criminal Code (Canada) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and which are not derived from or related to any unlawful activities. You further undertake not to use the Assets to finance, engage in, or otherwise support any unlawful activities.
14. Entire Agreement. This Agreement, the Privacy & Data Policy, and any other agreements and policies incorporated by reference herein comprise the entire understanding and agreement between you and Uphold as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Uphold.
15. Amendments. We may amend or modify this Agreement by posting on the Platform or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Platform and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Platform, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
16. Change of Control. In the event that Uphold is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the Assets and information we have collected from you as part of such merger, acquisition, sale, or other change of control, subject to your continued beneficial ownership rights as set forth in Section 4.
17. Force Majeure. Uphold shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.