White Paper

Table of Contents

Executive Summary

About Upland and the Need for SPARKLET

SPARKLET Utility and Demand

SPARKLET Roadmap

Tokenomics and Vesting Schedules

Implementation

Token Sales and Distribution

Keeping the Upland Economy Protected

Legal, Compliance and Disclaimers

Executive Summary

THIS WHITE PAPER IS A DRAFT THAT HAS BEEN SHARED WITH THE UPLAND COMMUNITY. ALL STATEMENTS AND NUMBERS ARE SUBJECT TO CHANGES PRIOR TO THE FINAL RELEASE OF THE WHITE PAPER.

Upland, one of the world’s most widely adopted web3 metaverse platforms, is making its foundational utility token SPARKLET tradable outside of the Upland platform via a Token Tradability Event (“TTE”).

As an Immersive Layer-1 Gaming Platform, Upland is open for players, entrepreneurs, creators, partners, and developers to build and expand it within and beyond its boundaries (“Ecosystem Partners”). These Ecosystem Partners utilize the infrastructure and services provided by the platform so that they may focus on value creation within the economy. Upland utilizes SPARKLET as the resource that is required for any stakeholder to create value in the form of world-building, community development, user-generated content, and unrestricted development of games, experiences, and services.

In the scope of the TTE, SPARKLET will be transformed into a new ERC-20 token, which could be bridged into and used inside Upland.

This initiative signifies Upland's commitment to advancing its path toward progressive decentralization, where SPARKLET holders will now be able to trade it in liquid markets. Additionally, it aims to enhance its presence and credibility within the broader Web3 industry through the listing on top-tier exchanges, attracting a larger user base to the platform and enhancing the platform’s network effects. Ultimately, Upland remains steadfast in its mission to develop the world’s largest digital open economy.

About Upland and the Need for SPARKLET

Upland is on its mission to build the world's largest open digital economy with a web3 foundation, which will be a pivotal part of the future “Open Metaverse.” Today, Upland is one of the most widely-used web3 platforms, with 3,000,000+ registered accounts, an average of 30,000+ daily active players, close to 300,000 unique land owners, and 6,000,000+ NFTs sold.

The Upland platform was launched in 2019 as a virtual property trading game mapped to the real world. It introduced an in-game token called UPX which can be bought with fiat or crypto currency at a fixed exchange rate of $1 for 1,000 UPX. UPX is not traded on external exchanges. It is used as a medium-of-exchange for a wide variety of purposes, such as minting properties, purchasing digital assets in the Upland store, and powering various in-game activities and marketplace transactions.

Alongside its impressive growth in the community of players, Upland has transformed into a layer 1 metaverse, delivering the foundational infrastructure of an open, immersive web, including identity, liquidity, currency, land, no-code NFT creation, fiat on/off ramps, and governance. This was achieved by opening the entire ecosystem to 3rd party developers through a set of comprehensive APIs that allow anyone to cast any type of new value into the ecosystem and also expand on the existing Upland functionality, mechanics, and services.

As part of its strategy to enable an open architecture and platform services for entrepreneurs, creators, and developers to create new forms of value, Upland needed to solve the problem of providing a sustainable business model to support such a vast creator platform and to establish sustainable incentivization loops and network effects. The solution was introduced in 2021 with SPARKLET - a utility token that, together with a set of tools and mechanisms, allow stakeholders to create and power any non-living element in Upland.

At its core, SPARKLET fuels all value creation in Upland. It is the resource required for world-building, joint community projects, no-code NFT minting, and “manufacturing” of 3D map NFTs such as cars or decor items and more.

SPARKLET Utility and Demand

Ecosystem participants in the open economy including Upland Players, Upland Entrepreneurs and Creators, 3rd Party Developers and Brand/Partners, all require SPARKLET for a variety of functions:

Upland Players

Require SPARKLET to build and develop their properties and neighborhoods. Coming in 2024, players will also use SPARKLET to charge their virtual vehicles for means of travel (a core metaverse mechanic) or leisure (e.g. racing).

Upland Entrepreneurs and Creators

Require SPARKLET to build shops, factories, and showrooms to facilitate their “Metaventures” – player-owned businesses – that serve as specialized primary and secondary market shops in the economy. Used as a resource for the creation of user-generated content (“UGC”) NFTs, Upland Entrepreneurs also use SPARKLET for the no-code manufacturing (minting) of virtual assets that can be traded with other players.

3rd Party Developers

Require SPARKLET to establish map presence via “Dev Shops” (unique constructions which allow players to discover and launch the developers’ offering from within the Upland map) for visibility. SPARKLET fuels the implementation of their zero-code web3 and NFT strategy using the Upland platform

Partners/Brands

(e.g. FIFA, NFLPA, UNICEF, Stock Car Pro Series) Need SPARKLET in a similar fashion to Upland Entrepreneurs. The partner/brand creates virtual assets that would be offered to players for purchase during events, in mini-games, and competitions. SPARKLET powers the partner’s/brand’s metaverse strategy for fan engagement, co-creation, and monetization in the open metaverse.

Existing SPARKLET Utility

In Upland, SPARKLET can either be “staked” (i.e. allocated to a task for the duration that it takes to complete) or (coming in the near future) “spent” (used to achieve an immediate outcome), depending on the use case. Players can also stake SPARKLET towards other players’ projects. Tasks that require staking are measured in “Spark Hours” (time to complete a task per staked SPARKLET) while creations that require spending are measured in SPARKLET denominations up to the single SPARKLET (e.g. 1 SPARKLET).

Construction and World Building

SPARKLET can be staked towards the construction of structure NFTs that are tethered to the property NFT on the Upland map. There are various types of structures which currently include: Houses, Apartment Buildings, Factories, stadiums, Cafes, Show Rooms, and Speedway Pole Structures.

Manufacturing

SPARKLET can be staked towards the manufacturing of Map Items–NFTs that are visually represented and viewable on the Upland map. These items include (but are not limited to): Map Assets (e.g. Decor, Fixtures, Statues, etc.), Structure Ornaments (e.g. Decorations for Halloween), and Cars and Racing Karts.

Renting SPARKLET

SPARKLET holders in Upland may rent SPARKLET out to other stakeholders who wish to use it for its utility. This can be achieved today using layer-2 services that use Upland’s developer APIs. One successful example of such tools is the UPX Spark Exchange - a UDN PRO (Upland Developer Network) app within the Upland ecosystem.

SPARKLET Statistics Since Launch (June 2021)

SPARKLET Holders and Usage

As of today, there are over 140,000 players in Upland who hold SPARKLET. SPARKLET usage in Upland has been constantly growing as more players get access to the token, and more utility is introduced for its usage, as shown in the graph below (in this graph, Spark stands for 1,000 SPARKLET).

SPARKLET Roadmap

Upland is working to increase the utility of SPARKLET within the metaverse economy. Different mechanics for SPARKLET spending and staking include (but are not limited to) the following developments:

Energizing Transportation and Racing

SPARKLET will be used to charge any inanimate object that requires energy. Vehicles, for example, are used in Upland as a means of transportation or for entertainment and leisure (e.g. competitive racing).

‘Legits’ NFT Creation

SPARKLET will be required to be spent to create any Legit-class NFTs. Legits are 3D NFTs that are meant for use in internal spaces (e.g. homes, venues etc.) in Upland or in 2nd layer applications by 3rd parties that are connected to the Upland ecosystem. Legits can also be made into wearables, currently used with the interoperable avatars of Ready Player Me.

Enhancing Manufacturing Capabilities

Certain asset classes in Upland will require SPARKLET to be staked in order to create more advanced versions. For example, car creators and manufacturers will have default capabilities for the cars they are able to manufacture in their factories. Staking SPARKLET for R&D purposes (metaphorically speaking) will enable them to manufacture better cars (e.g. faster, better handling, better spark/mile utilization, etc.)

Maximizing UPX Earnings Potential

Players who own properties in Upland enjoy UPX earnings that may be amplified by completing property collections. In the future, new mechanics may be introduced where players need to meet certain property development thresholds (which require the use of SPARKLET to achieve) in order to realize the full potential of these earnings.

Developer APIs

Upland will introduce the ability for developers to ask their users to spend or stake SPARKLET within their offerings through the Upland Developer APIs.

Future Utility

SPARKLET will forever remain the key resource for all inanimate objects and tasks that require energy input. As the Upland ecosystem grows and evolves with new features, together with the growth and expansion of Upland’s developer network, SPARKLET will continue to be utilized in new ways that reinforce its value and expand its usefulness.

Tokenomics and Vesting Schedules

Token Supply

A total and finite supply of 1,000,000,000 SPARKLET tokens will be issued on Ethereum. These tokens will be mirrored by 1,000,000,000 SPARKLET that will be minted in Upland (EOS). The amount of SPARKLET that is under ownership in Upland (either by player accounts or the broader community through the “Accumulated Spent Spark” account) will always be exactly equal to the amount of SPARKLET that is present in escrow on the Ethereum bridge.

SPARKLET in Circulation

SPARKLET in circulation is defined as the total amount of liquid SPARKLET owned by Ethereum accounts, plus the total amount of SPARKLET in escrow (both hot and cold) on the Ethereum bridge.

SPARKLET Accounts and Vesting Schedules

Development and Growth

Uplandme, Inc. will have SPARKLET tokens vest to this account, to be used for the purpose of supporting the continued maintenance, operations, and growth of the Upland platform, as well as any other causes it deems as beneficial for the Upland ecosystem. In a potential path for the full decentralization of Upland, the Upland community (represented by a DAO, or other form of system of governance) will obtain authority over this pool.

Incentives and Awards

Uplandme, Inc. may use tokens from the Incentives and Awards allocation to encourage engagement and participation among Upland players. These can be activities such as, but not limited to, consecutive sign-in bonuses, level-ups, live events, competitions, missions, and treasure hunts. Uplandme, Inc. may tweak and update the mechanisms and value for incentives and awards at any time to comply with its goal of maintaining a stable overall economy in Upland.

Token Grants for Adopting Communities, Games/Platforms, and Brands

Uplandme, Inc. may use tokens from the Ecosystem and Grants allocation to incentivize growth. These may include grants to different communities, games, platforms, brands, and any other partners that use the Upland platform as means to execute or expand their Web3 strategy using Upland’s developer API, metaventure ecosystem, and zero-code NFT capabilities. SPARKLET grants may also be used to incentivize developers to use SPARKLET staking in their products through Upland APIs.

Advisors and Supporters

Uplandme, Inc. may use tokens from the Advisors and Supporters allocation to incentivize partners such as entities that provide marketing and market-making services, entities such as centralized exchanges for their listing services, and other advisors and supporters. In the case where vested tokens are not utilized for advisory purposes 12 months after vesting, Upland may roll over the tokens to its treasury allocation.

Existing Upland Owners

These are SPARKLET tokens that are already owned by existing players on the Upland platform. At TTE, these tokens will be considered as already uploaded to Upland (see Bridging from Ethereum to Upland). This allocation comprises 7.55% of tokens already owned by players, in addition to 6.45% which will be used to increase the existing owner’s stake relative to the fully diluted token supply. Any unclaimed tokens form this allocation will be forwarded to Incentives & Rewards.

Token Launch Campaign

Tokens in this pool will be appropriated to support token launch activities in conjunction with partnering CEXs as well as social airdrop campaigns.

Liquidity and Multichain Support

SPARKLET in this account will be used for liquidity purposes by market makers to support the trading of SPARKLET tokens as well as future potential liquidity for multi chain support.

Token Distribution Summary at TTE

Vesting Schedule

Sustainable Vesting Schedules

Sustainable Vesting

Anticipated demand for SPARKLET is poised to surge within the Upland community, aligning closely with the increasing number of daily participants in Upland’s activities and the ongoing introduction of further applications for SPARKLET. Due to the dynamic nature of the trajectory curve of this evolving ecosystem, the concept of Sustainable Vesting schedules takes center stage in this white paper.

This pioneering vesting framework introduces a dynamic approach that factors in both the ‘Development and Growth and ‘Incentive and Rewards’ token allocations. In a scenario of zero growth from the time of the TTE, both allocations will vest over a 10-year period. Simultaneously, as specific growth milestones are achieved, the vesting schedule will compress, facilitating the release of a higher volume of tokens each month.

The yardstick for growth will be the average count of daily active wallets within the Upland ecosystem, assessed over monthly intervals; wallet count will exclude SPARKLET token holders on Ethereum. Notably, once a growth milestone is attained, it becomes a permanent accomplishment, impervious to any fluctuations that might temporarily occur beyond the time of achievement.

Vesting Milestones

Management of Sustainable Vesting Schedules

The authority responsible for the potential contraction of the vesting schedules when growth milestones are hit will be delegated to an independent 3rd party (e.g., a legal trust) that will be a necessary multi-signatory for any change to the vesting schedules.

Managing Accumulated Spent SPARKLET

SPARKLET that is spent inside of Upland (e.g. for the purpose of creating ‘Legits’ NFTs) will be transferred to and accumulated in a dedicated account. In a period cadence that will be determined in the future, the Upland team will work with the community to form a proposal and recommendation about what should be done with the accumulated spent SPARKLET (e.g. have it burned, transfer to either grants or incentives allocations, or any mix thereof). The proposal will then need to be voted on and approved by the community prior to execution.

Updating Tokenomic Parameters in the Future

This white paper serves as a foundational document aimed at forging alignment between Upland's operator, Uplandme, Inc., and the present, as well as prospective, participants within the Upland ecosystem. It is acknowledged that as the ecosystem evolves, divergent scenarios might emerge that necessitate adjustments to the tokenomic parameters presented. To effect any modifications to the tokenomic parameters delineated in this white paper, the endorsement of the Upland community through a straightforward majority vote will be mandatory, adhering to Upland's governance directives as detailed here:

Implementation

Utilizing the Everest Ethereum-EOS Bridge

SPARKLET holders will utilize the Everest (an independent 3rd party) Ethereum-EOS bridge to bridge SPARKLET from Ethereum to Upland, and back from Upland to Ethereum

Bridging from Ethereum to Upland (Uploading SPARKLET)

SPARKLET may be uploaded from Ethereum to Upland (EOS). The following requirements need to be met for an Upland player to upload SPARKLET:

  • Player has status of Uplander or above (i.e. not a ‘Visitor’ status player).

  • Player has connected a Metamask wallet to their account.

  • Player must be in good standing - e.g., can’t be in Upland’s Alcatraz

During the upload process, a player will initiate the upload through the Upland platform with a connected metamask or other wallet. The player will then be responsible for signing the transfer of the SPARKLET the Everest bridge account and paying for Ethereum Gas required for the transaction.

A completed upload action includes the transfer of the uploaded SPARKLET to the bridge and the transfer of the equivalent number of SPARKLET from the mirroring EOS bridge account to the player’s Upland account, all through automated smart contracts.

Bridging from Upland to Ethereum (Reclaiming SPARKLET)

SPARKLET may be reclaimed from Upland (EOS) back to Ethereum. The following requirements need to be met for an Upland player to reclaim SPARKLET:

  • Player has the status of Uplander or above (i.e. not a ‘Visitor’ status player).

  • Player has passed KYC requirements.

  • Player must be in good standing - e.g., can’t be in Upland’s Alcatraz

  • Player has connected a Metamask (or other, as per Upland’s integration roadmap) wallet account.

  • For SPARKLET that was earned or purchased in Upland, the amount of SPARKLET being reclaimed must be less than or equal to the amount of SPARKLET that has been staked in Upland (for a minimum of 720 Spark Hours) in the 3 months previous to the past 30 days at the time of reclaim. This constraint does not apply to any SPARKLET amount that has been uploaded.

  • Player has sufficient UPX to pay for Gas fees associated with the reclaim.

A completed reclaim action includes (through smart contracts) the transfer of the reclaimed SPARKLET back to the mirroring EOS Bridge account, and the transfer of the equivalent number of SPARKLET from the Ethereum bridge account to the player’s destination Ethereum address.

Bridging and Operator Account Transfer Cooldown

Within the bridge implementation from EOS to ETH, there will be a 48-hour cooldown for transfer execution. Although the bridge adheres to the strictest security protocols and undergo public audits, this cooldown period serves as a final layer of defense, providing a window during which any potential vulnerability can be discovered and its implications mitigated before transfers are finalized.

Token Sales and Distribution

Up until now, SPARKLET has only been sold to Uplanders inside of Upland. Following the launch of SPARKLET, there will be 2 methods of sale.

Through SPARKLET Exchanges

Uplandme, Inc. may conduct programmatic sales through centralized or decentralized exchanges that will not exceed 2% of the global SPARKLET trading volume.

Inside Upland

Uplandme, Inc. may sell SPARKLET inside of Upland at the current market price as made public through exchanges. Furthermore, Uplandme, Inc. may offer certain amounts of SPARKLET that may carry a discount compared to market price, where discounted tokens are required to be staked for prolonged periods of time before they may be reclaimed back to Ethereum.

Rewards

Players will have the opportunity to win SPARKLET in mini-games, competitions and other events. Other ways to obtain SPARKLET will be through various incentive schemes such as the currently established daily sign-up bonus.

Keeping the Upland Economy Protected

Having SPARKLET tradable may bring macroeconomic effects that need to be considered. For example, in a favorable macroeconomic environment, SPARKLET market prices may fluctuate up making it less accessible for Uplanders. For that reason, Uplandme inc maintains the authority to tweak SPARKLET-related economic parameters within Upland in reaction to macroeconomic conditions, such as (but not limited to):

  • The amount of Spark Hours required for construction of particular structures in Upland

  • The amount of Spark Hours required for manufacturing of particular Map Items

  • The amount of SPARKLET required to create Legit NFTs

  • The amount of Spark Hours required to charge a particular vehicle

With sufficient data available, Uplandme may create a monthly rule according to which it will adjust the parameters. E.g., when the SPARKLET market price has altered by more than 20% in a given month in either direction, these parameters may be adjusted in the subsequent month.

Having SPARKLET tradable may bring macroeconomic effects that need to be considered. For example, in a favorable macroeconomic environment, SPARKLET market prices may fluctuate up making it less accessible for Uplanders. For that reason, Uplandme inc maintains the authority to tweak SPARKLET-related economic parameters within Upland in reaction to macroeconomic conditions, such as (but not limited to):

  • The amount of Spark Hours required for construction of particular structures in Upland

  • The amount of Spark Hours required for manufacturing of particular Map Items

  • The amount of SPARKLET required to create Legit NFTs

  • The amount of Spark Hours required to charge a particular vehicle

With sufficient data available, Uplandme may create a monthly rule according to which it will adjust the parameters. E.g., when the SPARKLET market price has altered by more than 20% in a given month in either direction, these parameters may be adjusted in the subsequent month.

** Please note that any reference to 'SPARK' in this section is intended to denote 1,000 'SPARKLET.'

Upland may be subject to the laws of multiple jurisdictions and exercises best efforts to maintain compliance with all applicable laws. In the United States, there are many questions concerning the applicability of securities regulation to digital assets like Spark and Sparklet for which there has been no guidance from applicable government regulators.

To date, Spark has never been sold to financial investors as any form of investment or declared as such. From its inception in 2021, its primary focus has been to provide utility to players of the Upland platform; see above: “existing utility” and “future utility.” Spark sales to players have been shown as revenue in Upland’s accounting. New Spark acquired by users will have certain restrictions before they can be converted into Sparklet. They first need to be used in the Upland Platform through its underlying utility function. Upland engaged the law firm Zuber Lawler LLP to provide a comprehensive review of past distributions of Spark as well as advice in respect of plans for future sales and distributions of Spark and Sparklet. Zuber Lawler LLP has provided its opinion, which Upland may rely upon, that based on facts certified as true by the principals of Uplandme, Inc. and subject to certain conditions and qualifications, distributions of Spark prior to the date hereof should not require treatment as an offering or sale of securities under the Securities Act of 1933; and that distributions and sales of Spark and Sparklets subsequent to the date hereof, if made in compliance with Upland’s planned sale and distribution methods and messaging, including that the tokens are not financial products or suitable for investment, and are subject to Upland’s management of in-game economics without regard to fiat value of Spark, should likewise not require treatment as an offer or sale of securities.

Upland’s mission is to build the largest digital open economy. Enabling the listing of Sparklet on exchanges is part of Upland’s efforts to advance its path of progressive decentralization. Before the listing, Spark was sold at a fixed price of $460/per one Spark. By allowing users to convert Spark to Sparklet and listing it on exchanges, the price for Sparks and Sparklet will start to fluctuate. With the approval of this white paper through the community vote, the community recognizes this consequence.

The community also recognized that certain changes in the internal use of Spark might be executed by Upland with the objective of keeping the Upland economy stable by allowing Spark to fulfill its core function of being an affordable utility token in the metaverse. Spark tokens, and, by extension, Sparklet tokens, are designed to be used on the Platform and its Ecosystem and not for speculative purposes. Purchasing tokens involves inherent risks, including but not limited to market volatility, regulatory changes, and the potential loss of the entire purchase price. Prospective purchasers should conduct their own research and seek independent legal and financial advice. Upland, in its sole discretion, reserves the right to alter the amount of “Spark Hours” it takes to create Virtual Property on the platform. This may materially affect the valuation of Spark or Sparklet tokens in the marketplace. Upland has no obligation to maintain or otherwise consider the price of the tokens when deciding on Spark Hour requirements.

This whitepaper is provided for informational purposes only and does not constitute legal, financial, or investment advice. It is not intended to be a solicitation or offer to purchase any tokens, nor does it create any legal relationship between the reader and Upland. The information contained in this whitepaper is subject to change without notice.

All disclaimers located in Upland’s Terms of Service are incorporated herein by reference. Moreover, Upland makes no representations or warranties, express or implied, regarding the accuracy or completeness of the information contained herein. Upland disclaims any liability for any errors or omissions, whether caused by negligence or otherwise, in this whitepaper or any related materials.

It is the responsibility of each individual, entity, or organization considering involvement with Upland to comply with all applicable laws, regulations, and legal requirements in their respective jurisdictions. Upland expressly disclaims any responsibility for ensuring that potential participants are in compliance with the laws of their respective jurisdictions.

This whitepaper may include forward-looking statements and projections regarding Upland’s future developments, but these are subject to risks and uncertainties that could cause actual results to differ materially from the statements made herein. Upland undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Purchase and or trading of any Spark or Sparklet tokens entails risk of a partial or complete loss of value of the tokens. No guarantee is given regarding the liquidity of the tokens, the availability for purchase of the tokens, the existence of a secondary market for said tokens, the value of the tokens or the exchange value of said tokens. The tokens do not constitute financial instruments or security tokens and, conversely, do not carry with them any rights as may be commonly associated with financial instruments and/or security tokens.

The tokens shall only be used for the purpose of using the services exclusively offered by Uplandme, Inc. through the Upland platform or any other digital platform or channel so designated by Uplandme, Inc. Uplandme, Inc. shall not be held liable for any speculative intentions of any party who acquires or holds tokens for any other reason.

Trading and transactions on other platforms shall be subject to such platform’s separate terms and conditions.

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