Legal, Compliance and Disclaimers

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.