Terms of Service

Effective date: March 14th, 2024

Upland Share and Build Airdrop Series Terms Of Use

By using this site/application and/or interacting with our products or social media accounts, you acknowledge that this is a non guaranteed reward mechanic. Rewards will be distributed in the Upland app and in accordance with the Upland TOS. The platform explicitly disclaims any implication or representation that the rewards or token possesses monetary value, price attribution, or constitutes an investment opportunity.

**GENERAL**

These Terms of Use (the “Terms”) govern your access and use of products and services offered by Upland (“Upland”) and the User concerning the Platform (“Platform”), websites, mobile applications, digital events, and/or products, content, and services. Please carefully read the following Terms before using the Platform so that you are fully aware of your legal rights and obligations.

The Terms govern your access to and use of the Platform, the Content, the Services (as such terms are defined below), and the features contained therein. By using our Site, you agree to be bound by these Terms.

Upland reserves the right to update and change the Terms at any time at our sole discretion. You can always review the last updated version of the Terms on the Platform and/or website. We may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.

**DEFINITIONS:**

“Platform” means the mobile application or the browser-based platform offered by Upland under the domain of airdrop.upland.me in its latest version, and all documentation, Content, and Services that will be made available by us to you;

The term “us,” “we,” or “our” refers to Upland, the owner of the Platform.

“User” means any person or entity installing, accessing, or using the Platform; The term “you” refers to any User of the Platform

“Account” means an account opened by the User on the Platform;

**ELIGIBILITY**

• The Terms are effective from the moment you first install, access, or use the Platform. Access or use of the Platform indicates your acceptance of the terms and conditions contained herein, and you agree to be bound by these Terms with respect to your access and use of the Platform, unless a User is terminated as described below.

• To access some of the Services, you may have to sign up and create an account. You must have a valid email address or login details you make via a third party to create an account. Eligibility for an account and to use our Services is subject to (i) your information is truthful and will remain accurate and complete (ii) you have the legal capacity to agree to these Terms (iii) you are at least 18 years old (iv) the Platform and Services are available in your country, and your use of them does not violate any applicable law.

• The User may use the Site only if the User is 18 years or older and capable of forming a binding contract with Upland, and not otherwise barred from using the Site under applicable law.

• The User may not use this site or any of Upland’s services if located in the territory or country subject to sanctions by the United States of America (e.g., Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine) or are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury or the Consolidated Canadian Autonomous Sanctions List), the European Union or its Member States or other applicable government authority.

**ACCESS**

• Upland hereby grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install, access the Platform and to use the Services by User’s private noncommercial use when governed by these Terms.

• Upland may require in order to provide accurate Services user identity information (KYC) before using certain Services within the Platform.

**AVAILABILITY OF SERVICES**

• We are constantly changing and improving our Services and may at any time add or remove functionalities or features of the Service. New features or tools added to the Services will become subject to these Terms and the TOS of Upland.

• We do not guarantee that all Services will be available at all times, in all locations, due to technical, regulatory, and other restrictions.

• Upland is not liable for any delay or failure to perform under the Terms resulting from causes beyond Upland’s reasonable control.

**CONTENT AND DATA OF THE USER**

• The User is solely responsible for all content provided, uploaded, submitted, or posted to, or generated through access to or use of the Platform.

• By providing, uploading, submitting, posting, or generating content, the User grants Upland and its authorized representatives and contractors a perpetual and non-exclusive right and license to use, process, store, and transmit, and disclose the User’s Content

• The User understands that in certain contexts its Content may be visible to, sent to, and viewed by other Users and you expressly waive any privacy rights you may otherwise have in User’s Content in such contexts.

**POINTS**

• Users of Upland Share and Build Airdrop earn points by completing tasks on social media platform Twitter (X). The number of points earned is determined by the number of tasks completed, and an individual User’s multiplier that is based on a User’s Twitter account age, number of followers, and other data-points available through the Twitter API. Upland reserves the right to change the multiplier calculation at its sole discretion and without prior notice.

• If eligible, Points may be redeemed for SPARKLET by the User in the Upland app at the end of each Chapter. The User must create an Upland account to actively redeem the points. Upland reserves the right to determine and change the number of Sparklet that are received in Upland for each point earned in the Platform.

• Points cannot be redeemed for cash or in any way resold, exchanged, or returned for a cash refund unless required by law. Points are promotional and have no cash, monetary, or other value. If the User does not redeem their earned points in Upland within a 30-day period, the points may expire and will not be available to redeem for Sparklet.

**GENERAL PROHIBITIONS & USER CONDUCT**

The User will not be allowed to, including but not limited to:

• Violate any applicable law or regulation; or

• Create multiple accounts;

• Transfer or sell the account to third parties;

• Impersonate or misrepresent your affiliation with any person or entity;

• Use internet bots;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

• Encourage or enable any other individual to do any of the foregoing.

**TITLE & OWNERSHIP**

Upland holds ownership to all right, title, and interest, including any and all intellectual property rights, confidential information, and all components of the Platform, products or Services, including without limitations Games, applications, website, and/or software, and all modifications, enhancements, improvements, marketing content, and/or derivatives to any of the foregoing which cannot be used without written approval of Upland.

**PRIVACY & DATA SECURITY**

Upland and the User hereby undertake to comply with all privacy laws applicable thereto. Without derogating from the generality of the foregoing, each Party hereby undertakes to comply with all applicable privacy laws in all material respects, in connection with any and all data and information which may be collected by it under the use of Platform and Services. Each Party further agrees to utilize administrative, physical, and technical safeguards designed to protect any and all sensitive or personal data from unauthorized access, disclosure, acquisition, destruction, use, or modification, to adhere to any applicable law relating data security, and to safeguard the privacy of User’s Content in accordance with the Privacy Policy. Upland undertakes to provide the User with access to the Platform, subject to these Terms, and in compliance with its Privacy Policy and security measures.

**MODIFICATIONS TO THE SERVICES**

Upland reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) or your access to the Services without notice and liability to you. Modifications to the Services may include changes to the rules for earning Credits, the number of Credits earned for specific activities, the process for earning Credits, the Rewards available in the catalog, the number of Credits required for specific Rewards, and the process for redeeming Credits for Rewards. Any such modifications will be communicated to you through the Services, by email, or in the user dashboard.

**GENERAL TERMS**

• Reservation of Rights. Upland reserves the right to exclude anyone from points and rewards if they violate the TOS, if they have used internet bots, if their Twitter (X) engagement does not match their account followers number, if they have deleted any of the retweets, replies, or likes made to earn points and rewards within 60 days of the end of Chapter 1, or if they have an official affiliation with Upland. Upland reserves the right to terminate access to the Platform to any User that is believed to have manipulated the system (including botting engagement on content) for their own gain. The User will have no right to appeal this removal.

• Points awarded through the Platform may be claimed as Sparklet at a future date in the Upland Platform. Upland reserves the right to change or cancel the distribution of Sparklet for whatever reason.

• The use of Sparklet and the rules for its utility, future bridging, and any other requirements for its use and services, are governed by the TOS of Upland.me.

• Waiver of Rights. Upland’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Upland. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

• Entire Agreement. These Terms constitute the entire agreement between you and Upland regarding your access to and use of the Platform, and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral, regarding such subject matter.

**DISCLAIMER**

THE PLATFORM, SERVICES, AND ALL RELATED PRODUCTS, CONTENT, AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPLAND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

**TERMINATION**

Upland reserves the right to terminate or suspend your access to the Platform, Services, and Content at any time and for any reason, including but not limited to your violation of these Terms, your infringement of any intellectual property rights, or your misuse of the Platform, Services, or Content. Upon termination or suspension, your right to access and use the Platform, Services, and Content will immediately cease, and Upland may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform, Services, or Content. Upland shall not be liable to you or any third party for any termination or suspension of your access to the Platform, Services, or Content.

**INDEMNIFICATION**

You agree to defend, indemnify, and hold harmless Upland and its affiliates, agents, directors, employees, suppliers, licensors, and partners from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising out of or related to (a) your access to or use of the Platform, Services, or Content, (b) your violation of these Terms, (c) your violation of any third-party right, including without limitation any intellectual property right, (d) your violation of any applicable law, rule, or regulation, or (e) any dispute or issue between you and any third party.

**LIMITATION OF LIABILITY**

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPLAND OR ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS, AND PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR GOODWILL, OR ANY OTHER INDIRECT DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE PLATFORM, SERVICES, OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF UPLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPLAND’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE PLATFORM, SERVICES, OR CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UPLAND AND YOU.

**GOVERNING LAW & JURISDICTION**

• These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Platform, Services, or Content shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of San Francisco and County of San Francisco. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

• Arbitration: In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable lawyer fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

• Class Action Waiver: Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Upland agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

**ASSIGNMENT**

You may not assign or transfer these Terms, by operation of law or otherwise, without Upland’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Upland may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

**CONTACT US**

If you have any questions about these Terms, please contact us at [e-mail].