User Agreement for Residents and Businesses Registered in the EEA

Ler Termos em Português

Crypto-asset trading involves a high degree of risk. Crypto-assets may experience frequent price volatility due to (i) the small use of crypto-assets in the retail and commercial marketplace in comparison to relatively large use by speculators and (ii) the lack of assurance that a person or institution who accepts crypto-assets as payment today will continue to do so in the future. Such price volatility may adversely affect an investment in crypto-assets so prior to using Uphold, please evaluate the merits and risks of the investment and be able to bear the economic risk of losing your entire investment in a short period of time.

This User Agreement (this “Agreement”) governs the access and use of our mobile applications, products, software, websites, APIs, and other services (our “Platform”) and the services we provide to you.

This is a binding contract between you and Uphold Digital Assets Europe, Unipessoal, Lda., a Portuguese limited liability company registered with the Commercial Registry Office under the sole number 516559583, with registered office at Praça Conde de Agrolongo, n.º 27, 1.º piso, 4700-312 Braga (“Uphold”).

Before signing up to Uphold and accessing or using any of our services, you must read, agree and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Notice available.

You should read this Agreement carefully and make sure you understand the terms and conditions contained within it. If you do not understand any of the terms and conditions contained in this Agreement, please contact us before signing up and accessing or using our services. Nothing in this Agreement excludes or limits any rights you may have as a consumer under Portuguese law.

1. About Us

   Uphold is established in Portugal and provides certain crypto-asset services (as defined under Regulation (EU) 2023/1114 (the “MiCA Regulation”)). Uphold is authorised as a crypto-asset service provider under MiCA with the Bank of Portugal and the Portuguese Securities Exchange Commission (CMVM), in Portugal to provide the Services described in Section 7 and, where permitted, provides such Services to clients in the European Economic Area (the “EEA”) on a cross-border basis in accordance with the MiCA Regulation and applicable Portuguese implementing legislation. Details of Uphold’s current regulatory status (including any authorisation/registration reference and the competent authority/authorities) are made available on the Platform and/or on request. Nothing in this Agreement is intended to constitute, and you should not rely on it as, a solicitation in any jurisdiction where Uphold is not permitted to provide the relevant Services. We do not target jurisdictions where we are not permitted; if you access from a restricted jurisdiction you do so on your own initiative.

2. Definitions

   “Crypto-asset” means a crypto-asset (also called a "cryptocurrency," "virtual currency," "digital currency," or "virtual commodity"), such as bitcoin or ether, which is a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology, as defined in MiCA.

   “Uphold Account” means the Crypto-asset account you open with us through the Platform which is to be operated and used by you in accordance with this Agreement.

   “EEA” means the European Economic Area.

   “MiCA Regulation” has the meaning given in Section 1 and includes any delegated or implementing acts adopted under it.

   “Funds” means funds as defined in Article 4(25) of Directive (EU) 2015/2366 (PSD2).

   “Durable Medium” means any instrument which enables you to store information addressed personally to you in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

   “Uphold Group” means Uphold and any entity that directly or indirectly controls, is controlled by, or is under common control with Uphold.

   “Client” means you.

3. Your Uphold Account

   Your Uphold Account is a Crypto-asset account that enables you to buy, sell, hold, manage and transfer your balances of Crypto-assets by giving instructions through the Platform (each transaction is a “Crypto-asset Transaction”) in accordance with this Agreement.

   You may have one or more sub-accounts each corresponding to the same or to a different Crypto-asset that Uphold makes available from time to time.

4. Registering Your Uphold Account

   1. In order to use our services and open an Uphold Account, you need to register your details on the Platform.
   2. You must comply with anti-money laundering obligations in order to open an Uphold Account. This will require you, as part of the registration process, to provide personal details and supporting documents (including your full name, residential address and postcode, mobile number, email address, date of birth, and certain forms of identification), and other evidence and documentation we may ask you to provide, so that we may verify your identity. We carry out these checks in accordance with Law no. 83/2017 and other applicable Portuguese regulations, and we process personal data for these purposes in accordance with applicable data protection laws.
   3. We reserve the right to require you to provide us with additional information in order to verify your identity and/or require you to undergo a background check prior to being authorised to use Uphold’s or its affiliates services, or at any point thereafter, in accordance with applicable laws and regulations. You 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, 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. We may share information with competent authorities or service providers for these limited purposes, in accordance with applicable law, including Law no. 83/2017 and Regulation (EU) 2023/1113.
   4. All information you provide during the Uphold Account registration process or at any time after must be true, accurate and up to date. Once we have received and approved your application, we will send a confirmation to your email address.
   5. As part of the registration process, you will need to accept this Agreement. Where you use additional services provided by us, you may be asked to accept additional terms and conditions.
   6. You must be 18 years or older to open an Uphold Account and use our services. By opening an Uphold Account you declare that you are 18 years or older. We may require at any time that you provide evidence of your age. Uphold does not provide any electronic money (e-money) services. Any e-money services related to the Platform shall be provided by a qualified third-party service provider, and subject to the terms and conditions applicable thereto by such third-party service provider.
   7. By opening an Uphold Account you represent and warrant to us that your opening of an Uphold Account does not violate any laws or regulations applicable to you.
   8. You may only create, have, administer and/or control one Uphold Account. If you require an additional account, you must first obtain our written consent to do so. You may request an additional Uphold Account through our support contact form. We are under no obligation to approve the opening by you of any additional Uphold Accounts.
   9. If we find that you have opened, operated and/or are operating an additional Uphold Account, or more than one Uphold Account at any one time without our consent we reserve all rights, including but not limited to, terminating your Uphold Account(s), suspending your use of the Platform and taking whatever other means we deem necessary to protect our users, us and the Platform.
   10. Where legally permissible, termination or suspension will not affect your ability to withdraw available funds and assets, subject to compliance, security and anti-money laundering obligations. You may contest our decision via Support and, if you are a consumer, you retain access to alternative dispute resolution under Portuguese Law No. 144/2015, where applicable.
   11. You further acknowledge that Uphold does not conduct appropriateness assessments or similar tests for access to Crypto-asset services. Eligibility is determined solely on the basis of meeting the due diligence and acceptance criteria determined by Uphold at its sole discretion, ensuring full compliance with applicable legal regulations and Uphold’s commitment to non-discrimination.

5. Account Access

   1. You will be asked to set up an email and password in order to access your Uphold Account. You will also be required to set up two-factor authentication (“2FA”).
   2. The Platform may also permit you to log into your Uphold Account using third-party login credentials via a single sign-on (“SSO”) service, such as your social media accounts or other identity verification services.
   3. If you use an SSO service to access your Uphold 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 Uphold Account via your email and password until you authorise a different SSO service. Your email, password, 2FA credentials, and SSO credentials are referred to collectively as “Login Credentials”.
   4. You agree that you will not grant any person access to your Uphold Account. You are only permitted to access your Uphold Account using your Login Credentials and other required forms of authentication. This obligation is without prejudice to our duty to implement appropriate security and authentication measures and does not exclude or limit liability where losses result from our willful misconduct, gross negligence, or failure to implement appropriate security measures, nor does it affect any non-waivable rights you may have under Portuguese law.
   5. You agree to keep your Login Credentials and any other required forms of authentication, including your API keys, confidential and separate from each other, as well as separate from any other information or documents relating to your Uphold Account, and to use reasonable care in safeguarding them.
   6. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing, monitoring, and maintaining the security of your login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Uphold Account.
   7. You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Uphold Account. Uphold will never under any circumstances ask you for your passwords, or authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account unless specifically authorised. Always log into your Uphold Account through the Platform to review any Crypto-asset transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. Except to the extent caused by our wilful misconduct, gross negligence, or failure to implement appropriate security measures, you are responsible for all activity that occurs under your Uphold Account, whether or not authorised by you.
   8. If you suspect that your Uphold 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, you must notify Support as soon as possible at [email protected]. You should also promptly change your Login Credentials and follow any security steps communicated via the Platform. You are also able to use the “freeze account” feature. If enabled, this will ensure that:
      • You are signed out of all devices including the one they are using to freeze;
      • Only Uphold can unfreeze the account, following an identity verification process;
      • You will be unable to transact, although pending transactions at the time the account is frozen may still occur.

6. Authorised Persons

   1. If you are setting up an Uphold Account on behalf of a legal entity, the Uphold Account will be operated by your authorised persons i.e., employees and/or persons authorised to access and use the Uphold Account and Platform (each an “Authorised Person”).
   2. All Authorised Persons must take all reasonable steps to keep Login Credentials secure and must notify us without undue delay on becoming aware of the loss, theft, misappropriation, or unauthorised use of Login Credentials.
   3. We will be entitled to rely on any instruction, notice, or communication, whether oral or in writing, that we believe to be from an Authorised Person and you will be bound thereby. We are under no further duty of inquiry or verification regarding the identity or capacity of any Authorised Person and any such person will be viewed as having the authority to do so from you, to the extent permitted by applicable Portuguese law. We may, however, request evidence of authority where appropriate.
   4. You will not permit any person or entity other than an Authorised Person to access your Uphold Account and/or the Platform. You acknowledge that Uphold will not be liable for any losses whatsoever arising as a result of any unauthorised Crypto-asset Transactions submitted on your behalf.

7. Crypto-asset Services

   Uphold is authorised in Portugal as a crypto-asset service provider (“CASP”) under Regulation (EU) 2023/1114 (“MiCA”) and applicable Portuguese implementing legislation to provide the following crypto-asset services (the “Services”) to its clients and, where permitted under applicable law, to provide those Services to EEA clients on a cross-border basis:

   • Providing custody and administration of Crypto-assets on behalf of clients;
   • Exchange of Crypto-assets for funds;
   • Exchange of Crypto-assets for other Crypto-assets;
   • Providing transfer services for Crypto-assets on behalf of clients;

   Under the services of exchange of Crypto-assets for funds or other Crypto-assets, you can buy Crypto-assets on the Platform using the following methods:

   • For the exchange of Crypto-assets for funds: any accepted fiat payment method (including, without limitation, debit or credit card, or other mobile payment methods), as further described in the Section 8 below;
   • For the exchange of Crypto-assets for other Crypto-assets: any Crypto-assets supported by Uphold, as further described in Section 9 below.

   For the provision of the Services to the Client, the fees and charges set out in Section 14, as in force from time to time and available at https://uphold.com/en-eu/get-started/service-fees, are payable by You.

   In providing the Services, Uphold will act honestly, fairly and professionally in accordance with the best interests of its clients and prospective clients, and will provide information that is fair, clear and not misleading, including in marketing communications.

8. Service of exchange of Crypto-assets for funds or other Crypto-assets

   1. Uphold shall provide you with a service for the exchange of Crypto-assets for funds or for other Crypto-assets, pursuant to instructions transmitted by you through the channels made available by Uphold.
   2. You may purchase Supported Crypto-assets by paying with your debit card or credit card registered with us.
   3. Card payments shall be processed by third-party payment service providers and card schemes; such processing is subject to the applicable laws and to the terms and conditions applicable thereto by such third-party service providers. You are able to register your card with us on the Platform. When registering the card you will need to provide correct details of your card including: i) 16-digit card number, ii) Expiration date, iii) CVC code, iv) Billing address postal/ZIP code (if required). The steps to register your card with us will be provided on the Platform.
   4. We will consider that you gave us consent and authorised us to execute the transaction once you submit your purchase order on the Platform.
   5. You authorise us to debit funds using your selected payment method(s) to complete your purchase. Debiting your card registered with us means a payment of purchase price for the selected Crypto-assets.
   6. When you use your card that is in one currency to pay for the purchase in another currency, your card provider may charge a fee.
   7. Although we will use reasonable efforts to credit Crypto-assets to your Uphold Account as promptly as possible, funds may be debited from your card before the status of your Crypto-asset Transaction is shown as complete, and the Crypto-asset is delivered to your Uphold Account. In such a case, you acknowledge and agree that payment of the price for the purchase of Crypto-asset occurs prior to the Crypto-asset Transaction being complete.
   8. You may sell Crypto-assets in exchange for fiat currency (such as EUR) supported by Uphold. In such circumstances, you authorise us to debit your Uphold Account and to send instructions to credit your debit card or credit card registered with us in settlement of Crypto-asset Transactions. We will send these instructions as soon as reasonably possible. You acknowledge that actual receipt of funds will depend on your card provider and the applicable payment scheme rules.
   9. Any fiat currency (such as EUR) should be credited to your debit card or credit card registered with us by the end of the 2nd business day after we send such instructions. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third-party payment processors. This timeframe is indicative and subject to third-party processing and card scheme rules.
   10. We may, in our sole discretion, decline to provide a quote or to make the Platform available for any proposed purchase or sale of Crypto‑assets at any time, including where our security protocols may delay the initiation or crediting of the Crypto-asset Transaction, and/or the Platform may be down. No Crypto‑asset transaction is executed unless and until you accept a quote we make available and we confirm acceptance of your order through the Platform. Once confirmed, we will execute the transaction as principal and are responsible for performance of that execution. We will make reasonable efforts to fulfill all purchases of Crypto-assets but in some circumstances we may experience technical difficulties or delays. In these cases, we will notify you and process the Crypto-asset Transaction at the agreed terms as soon as the circumstances causing the delay are remedied. Notifications may be made through the Platform or your registered contact details. Nothing in this provision obliges us to provide quotes or to remain continuously able to provide them, and once we have confirmed acceptance of your order our obligation to execute does not depend on the availability of third‑party trading venues.
   11. You acknowledge that the buy price of a Crypto-asset may not be the same as the selling price at any given time and that we may include a “spread” in the quoted price. You agree to accept the rate when you authorise a Crypto-asset Transaction. We do not guarantee that you will be able to buy and/or sell your Crypto-assets at any particular price or time.
   12. By clicking the “Confirm Trade”, “Confirm Deposit”, “Confirm Withdrawal”, or “Confirm Send” button on the Site, you are authorizing Uphold to initiate the Crypto-asset Transaction at the quoted buy or sell price and you agree to any associated fees disclosed to you at this time.
   13. We will process Crypto-asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requester, or other third-party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.
   14. You cannot cancel, reverse, or change any transaction that you have previously confirmed and authorised and that is marked as complete or pending.
   15. If your payment is not successful or if your card registered with us has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your balances in Crypto-assets on your Uphold Account, in any amount necessary to complete the transaction. This includes the sums for the Crypto-asset Transaction as well as our fees. You also authorise us to set off amounts you owe against balances held in your Uphold Account, to the extent permitted by applicable Portuguese law.
   16. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. We reserve the right to suspend access to our Services until such insufficient payment is addressed.
   17. We note that upon your purchase order we may automatically verify the balance on your credit or debit card registered with us in order to ascertain that there are sufficient funds to pay for the purchase and our fees.
   18. We may charge fees to process a Crypto-asset Transaction on your behalf. We will calculate the fees at our discretion, although we will always notify you of these fees at (or before) the time you authorise the Crypto-asset Transaction. A full list of Uphold’s fees can be found on https://uphold.com/en-eu/get-started/service-fees.
   19. We may refuse to process or cancel any pending Crypto-asset Transaction as required by law, regulation, or any court or other authority to which Uphold is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.
   20. The use of our Services may be subject to limits on the volume, stated in EUR, or other fiat currency or Crypto-asset that you may transact or transfer in a given period. You can view your limits via the Platform. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits, as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may contact us at https://support.uphold.com/hc/en-us/requests/new.
   21. Available order types and their terms may vary and be updated from time to time. Execution will only occur as principal (counterparty). We do not guarantee execution at a specific rate or full execution of conditional orders.
   22. When using payment cards, you acknowledge that chargebacks and disputes with the issuer may occur. In the event of a chargeback relating to a transaction in which you received Crypto-assets or fiat currency, you authorize us to debit your Uphold Account for an equivalent amount, to reconvert assets, or to take other reasonable steps to mitigate losses, without prejudice to your legal rights.

9. Supported Crypto-assets

   1. You agree and understand that we support, at our sole discretion, certain Crypto-assets on the Platform (each, a “Supported Crypto-asset”). The list of Supported Crypto-assets is available here and may be updated from time to time at Uphold’s sole discretion.
   2. Only Crypto-assets listed as “Tier 3” on our Transparency Page are available to be deposited directly onto the Platform or directly withdrawn from the Platform to an external blockchain address. Once you have a positive balance in your Uphold Account, you may create sub-accounts for Crypto-assets listed as Tier 4 on our Transparency Page and perform transactions between Crypto-assets regardless of Tier, but to withdraw value held in a Tier 4 Crypto-asset or to transfer it off the Platform, you must first convert it a Tier 3 Crypto-asset. Another option to withdraw value held in a Tier 4 Crypto-asset is to sell such Crypto-assets in exchange for fiat currency as indicated in section 7 above. Note that not all currencies or Crypto-assets listed on the Transparency Page are available for users. Crypto-assets that are not available for users will not appear as available options to buy, sell, send, or exchange from within your Uphold Account.
   3. We may in our sole discretion and at any time (including compliance with applicable law or regulatory guidance, security, integrity or operational risks, the discontinuation or material degradation of essential third-party services, or material adverse market events), cease supporting a Crypto-asset or change the Tier at which it is supported. We will provide prior notice on a durable medium, sent to the email address associated with your Uphold Account and made available on the Platform, with reasonable advance notice and never less than 10 days, unless a shorter period is required by law or by urgent security, integrity or compliance reasons. Where the change has a material adverse impact, you may, during the notice period, close the affected functionalities and/or terminate this Agreement in respect of the relevant Crypto-asset without penalty.
   4. If, after the notice period, you still hold such unsupported Crypto-asset, we reserve the right to either: (a) convert those holdings into a supported Tier 4 Crypto-asset, or (b) sell them into EUR or BTC, at our sole discretion, and credit the proceeds to your Uphold Account, both at the then-current market value of a supported Crypto-asset. During the notice period, you may alternatively choose to convert the affected holdings into another supported Tier 3 Crypto-asset or to sell them into EUR. Any automatic conversion or sale by us will use transparent reference pricing (from reputable liquidity sources disclosed at the time) at the then-prevailing market price, with any applicable spread disclosed. Restrictions on the withdrawal of Tier 4 Crypto-Assets still apply in the case of unsupported Crypto-assets, in which case you must first convert the unsupported Crypto-asset into a Tier 3 Crypto-asset or sell it in exchange for fiat currency.
   5. Under no circumstances should you attempt to use your Uphold Account to store, send, request, or receive any Crypto-assets other than Supported Crypto-assets. Uphold assumes no responsibility in connection with any attempt to use your Uphold Account with Crypto-assets we do not support. Unsupported Crypto-assets sent to the Platform may be permanently lost.
   6. You acknowledge and accept the risks of changes to our list of Supported Crypto-assets and agree that Uphold is not liable for any losses or tax consequences you may experience as a result of such changes in the Crypto-assets we support. You acknowledge and accept that Uphold has sole discretion to determine which Crypto-assets it supports including where, in our sole discretion, we decide to withdraw and no longer support a particular Crypto-asset.
   7. In circumstances where we cease to support a particular Crypto-asset, we will close out your order at the market price immediately prior to us ceasing to support the particular Crypto-asset.

10. Conflicts of Interest

    1. Uphold maintains and implements a conflicts of interest policy designed to identify, prevent, manage and, where appropriate, disclose conflicts of interest that may arise between Uphold (including the Uphold Group), its shareholders, managers, employees or any person directly or indirectly linked to Uphold by control and its clients, or between clients. A summary of this policy is made available at [●] (the “Conflicts Policy”).
    2. Where a conflict of interest cannot be avoided or effectively managed with reasonable confidence that risks of damage to your interests will be prevented, Uphold will disclose the general nature and/or sources of the conflict, and the steps taken to mitigate it, before carrying out the relevant Service, in a clear manner on a Durable Medium.

11. Recurring Transactions

    1. You are permitted to set up a recurring purchase of Crypto-assets (a "Recurring Transaction"), and you authorise us to initiate recurring electronic payments in accordance with your selected Crypto-asset Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your debit card or credit card registered with us.
    2. Your Recurring Transactions will occur in identical periodic installments based on your period selection (e.g., daily, weekly, monthly) until either you or we cancel the Future Transaction.
    3. Where you set up a Recurring Transaction, this will be subject to separate terms available here.

12. Custody of Crypto-assets

    1. Uphold custodies your Crypto-assets using a multi-layer custody architecture comprising hot wallets and enhanced custody solutions, all controlled by Uphold. Crypto-assets held for you may be pooled on a fungible basis in omnibus addresses dedicated to clients. Uphold maintains legal and operational segregation between clients’ Crypto-assets and Uphold’s proprietary Crypto-assets, with per-customer entitlements recorded in Uphold’s books and records. Uphold’s proprietary Crypto-assets are held in separate wallets and are not custodied in clients’ wallets.
    2. Limited intra-day settlement mechanics may result in temporary flows between clients’ custodial wallets and Uphold’s settlement wallets; such movements are recorded and reconciled in the register of positions and do not affect your beneficial ownership. All intra-day obligations of Uphold towards its clients arising from the execution of exchanges with clients are identified as such and attributed in Uphold’s records to the corresponding client at all times until settlement occurs. Obligations are discharged at least on a daily basis by delivering Crypto-assets from Uphold proprietary wallets into clients’ custodial wallets. All exchanges executed with clients are settled into/from Uphold’s proprietary wallets. To the extent that a client owes a certain amount of Crypto-assets held in Uphold custodial wallets to Uphold due to temporary intra-day unsettled trades following the execution of exchanges, Uphold subrogates its rights over such Crypto-assets until all clients’ entitlements are satisfied or outstanding obligations are discharged. Uphold retains the right to reclaim the remainder of the crypto-assets after satisfying clients’ entitlements.
    3. You acknowledge that you are and remain the beneficial owner of the Crypto-assets held in your Uphold Account. Title does not transfer to Uphold or any Uphold Group company. Where custody involves keys controlled by Uphold, technical access is managed by Uphold solely to provide custody and related services under these terms. Your Crypto-assets are accounted for off-balance sheet and are not part of the bankruptcy estate of Uphold or any other Uphold Group company. Uphold will not use, pledge, lend, rehypothecate or otherwise dispose of your Crypto-assets for its own account or for the account of any third party, except (i) where required to provide a Service that you have expressly opted into (for example, staking or rewards features) and only to the extent necessary for that Service, or (ii) where required by applicable law, regulation or court order.
    4. In order to more securely custody assets and ensure liquidity, Uphold may use shared (omnibus) blockchain addresses, controlled by Uphold, to hold Crypto-assets held on behalf of clients. Uphold will have no obligation to segregate by blockchain address Crypto-assets owned by you from Crypto-assets owned by other clients.
    5. Crypto-assets custodied on your behalf are not treated as general assets of Uphold or any other Uphold company. Uphold segregates your Crypto-assets holdings from its own holdings and the means of access to your Crypto-assets is clearly identified as such. Your Crypto-Assets are legally segregated from Uphold’s estate, and creditors of Uphold or any other Uphold Group company have no recourse to your Crypto-assets, in particular in the event of insolvency.
    6. Uphold maintains authoritative books and records (the register of positions) that record your titles and entitlements on a real-time basis following exchanges or transfers, subject to applicable compliance and fraud checks. Uphold reconciles on-chain balances of custodial wallets against its internal ledger at least on a business-day frequency and conducts periodic reviews. You have continuous access to your balances and transaction history via the Platform. Uphold will provide statements of positions at least quarterly and on demand via the Platform, identifying your assets, balances, values, and transfers during the period.
    7. We will not grant a security interest in the Crypto-assets held in your Uphold Account. Except as required by a valid court order, or except as provided herein, Uphold will not sell, transfer, loan, hypothecate, or otherwise alienate Crypto-assets in your Uphold Account unless instructed by you or compelled by a court of competent jurisdiction to do so. Where you expressly opt in to ancillary services (for example, staking), you authorize Uphold to use the relevant Crypto-assets solely as necessary to provide such services, while Uphold retains custodial responsibility at all times and your beneficial ownership remains unaffected.
    8. Changes to underlying protocols (including, but not limited to, forks, airdrops, migrations, rebases, and protocol-level rewards) may affect your rights. You acknowledge and accept that Uphold has sole discretion to determine its response to any operating change to the networks that Uphold supports. You further acknowledge and accept that Uphold has no responsibility to support new Crypto-assets, and you are not entitled to any Crypto-assets or rights created on the basis of any such changes or events. Moreover, you also acknowledge and accept that Uphold is under no obligation to notify you of upcoming or past network events and their respective effects. The Company may decide to notify you about past or future network events that may have an effect on your entitlements at its own discretion. Where feasible and supported by Uphold, entitlements will be allocated on a pro-rata basis by reference to your positions at the relevant time, subject to operational, technical, regulatory, and security considerations, the Company not being liable for such cases. Uphold does not guarantee support for any protocol event or new asset, and is not obliged to credit unsupported assets or attribute any other newly created right to you. If a Crypto-asset becomes unsupported, you may be asked to withdraw it within a reasonable timeframe if technically feasible. To participate in protocol governance or exercise on-chain voting rights, you must withdraw the relevant assets to an external wallet.
    9. We track the balance and ownership of Crypto-assets of each Uphold Account and reconcile on a regular basis against on-chain balances. Where we provide you with information on the value of the Crypto-assets in your Uphold Account, we will provide this information based on the most recent available data. The data is for informational purposes only and does not necessarily 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 us or the quote provider related to the quotes or the quote-based information on the Platform.
    10. Deposits and withdrawals are processed in accordance with Uphold’s transfer services and are subject to AML/CTF, Travel Rule, sanctions, and fraud prevention controls. Settlements of exchanges are performed on regular cycles, with net positions reflected in your Account and settled between custodial and settlement wallets consistent with Uphold’s settlement procedures. Timing may vary by network conditions.
    11. You declare, for all legal purposes, that you have full knowledge of the contents of Uphold’s policy on the custody, administration and segregation of crypto-assets and funds, made available at [●], to which you have expressly agreed, and that Uphold is available to provide additional information thereon if you so request.
    12. You understand that your Crypto-assets received by Uphold for custody and administration are not covered by the Investor Compensation Scheme or by the Deposit Guarantee Fund and, therefore, in an event of Uphold’s insolvency, you will not benefit from the protection afforded to non-professional investors by that scheme or that fund in respect of the Crypto-assets in Accounts held with Uphold.

13. Transfer of Crypto-assets

    1. Uphold provides a Crypto-asset transfer service on your behalf, consisting of transferring Crypto-assets from one distributed-ledger address or account to another, to and from Uphold custodial wallets and external self-custody or third-party custodial wallets. Transfers are only available for Supported Crypto-assets and DLT networks. The up-to-date list of Supported crypto-assets and networks, together with any applicable limits or restrictions, is made available pursuant to Section 9 above.
    2. Before you agree to the transfer service, Uphold will provide you access to the Transfer Services Policy Summary containing information on: Uphold’s identity and contact details; a description of the main features of the service; how to initiate, authorize and, where applicable, withdraw an instruction; conditions for rejection, suspension or return; the time of receipt of instructions and any cut-off times; supported DLT networks by crypto-asset; the maximum execution time; reasonable estimates of the time or number of block confirmations for settlement finality by network; communication methods and frequency; languages of communication; secure notification procedures in case of threats or fraud; deadlines and channels for reporting unauthorized or incorrectly initiated/executed transfers; Uphold’s liability framework; and the right to terminate the agreement. This document will remain electronically accessible to you throughout the relationship and will be updated at all times. The Transfer Services Policy Summary forms part of this Agreement and is provided to you on a Durable Medium.
    3. You may initiate a transfer through your Uphold account after secure authentication that meets strong customer authentication requirements. Before final confirmation, a preview screen will display: the destination address; the amount to be transferred; fees with a breakdown (including any network/gas fees and any Uphold fees); the expected execution time; a standardized notice on irreversibility (or probabilistic finality) and maximum execution time, depending on the network; and, where applicable, additional mandatory fields (memo/tag). By confirming, you consent to the execution on the displayed terms. An instruction may be revoked until the moment of confirmation; after confirmation, it cannot be amended or cancelled. Uphold is not responsible for errors in data confirmed by you (including destination addresses), and inaccuracies may lead to the irretrievable loss of Crypto-assets.
    4. Your instruction is deemed received when you confirm the transaction in the preview interface. We process transfer instructions on a continuous, near real-time basis (24/7, including weekends and holidays). Where an instruction requires off-chain manual review or intervention, associated communication timelines may be measured on a business-day basis.
    5. Before confirmation, we show an expected execution time for the relevant network. Our uniform maximum execution time is 24 hours for all supported networks. Once a transaction is signed and relayed to the network by Uphold, it falls outside Uphold’s control and it should be treated as irreversible from the perspective of both Uphold and you. Network settlement finality may require additional on-chain confirmations and may vary by network; network-specific thresholds and reasonably estimated times to reach sufficient irreversibility are published electronically.
    6. We monitor pending transfers and may take appropriate measures to facilitate execution, including rebroadcasting or adjusting network fees. If a transfer remains pending until the maximum execution time, it will be cancelled and we will promptly notify you of the cancellation and next steps.
    7. After execution, we will make available to you electronically information including: the names of the originator and beneficiary; the originator’s DLT address or account number; the beneficiary’s DLT address or account number; a reference enabling you to identify the transfer; the amount and type of crypto-assets transferred or received; the debit or credit value date; and the amount of any fees/charges with any breakdown. Where this information is not provided more frequently than monthly, access will be free of charge. You may access your transaction history at any time through your account.
    8. Upon your request or when required by applicable law, we will provide information on maximum execution time, applicable fees and, where relevant, the respective breakdown. We will notify you by email and/or via automatic confirmations on the Site of executed orders; completed orders will be visible in your Account and proceeds will be credited net of applicable fees.
    9. We maintain risk-based procedures to execute, reject, suspend or return transfers, taking into account the Travel Rule and applicable AML/CTF requirements. If a transfer instruction is rejected, suspended, or a transfer is returned, we will inform you of the reason, how to remedy where applicable, and the amount of any fees incurred and whether reimbursement is possible, subject to legal restrictions on disclosure.
    10. If you believe a transfer was unauthorised or was incorrectly initiated or executed, you must notify us as soon as possible and no later than 90 days from the date of the transfer, via the designated channels. We will promptly investigate. Where liability is attributable to Uphold, we will refund or compensate without undue delay and in any case no later than seven business days after concluding the investigation, either by returning the Crypto-assets or paying the equivalent amount in fiat (EUR or USD). We may refuse reimbursement where we have reasonable grounds to suspect fraud, dishonesty or gross negligence by you; in such cases, we will inform you of the reasons and how to challenge the decision, subject to applicable law. Our liability excludes events outside our control, including behaviour inherent in the operation of the DLT network after broadcast. Our liability for loss is capped at the market value of the crypto-assets transferred at the time of the transfer.
    11. Crypto-asset deposits will typically be credited to your Uphold Account only after both (i) completion of required compliance checks and (ii) the required number of network confirmations, as determined by us at our sole discretion, have occurred on the blockchain for such Crypto-assets. The required confirmation counts and expected times are published electronically. The timing of crediting may vary due to on-chain conditions and off-chain compliance processing. Not all supported networks for outbound transfers may be available for inbound deposits. You agree and understand that in certain situations, Crypto-asset deposits may be delayed.
    12. We may establish minimum thresholds for Deposits across any supported Crypto-assets on our Platform. Deposits that do not meet the applicable minimum threshold will not be credited to your Account, will not appear in your transaction history, and will not be recoverable. By sending a Deposit below the minimum threshold, you acknowledge and accept that such funds may be permanently lost and that we shall have no obligation to return or credit such Deposits. Minimum thresholds are determined at our sole discretion and may be adjusted at any time without notice but are disclosed in advance.
    13. In the event that Deposits are not credited to your account due to not meeting minimum thresholds or other applicable requirements, such Deposits may be held in our custodial systems but shall not create any obligation for us to account to you for such funds. We will maintain records of such amounts and, where technically feasible, make reasonable efforts to enable recovery upon your request. We reserve the right, after prior notice on a durable medium and a reasonable claim period, to treat such uncredited Deposits in accordance with applicable laws regarding unclaimed property or abandoned funds.
    14. Withdrawals are processed at the speed of the relevant network and may be delayed by network conditions or compliance reviews. Withdrawals are subject to minimum balances which are made available to you. Account funding and withdrawal costs and limits can be reviewed here.
    15. Communications related to the transfer service will be conducted via the agreed electronic channels, in the languages disclosed to you. Minimum technical requirements for your equipment/software are made available electronically. You must maintain compatible equipment/software and a functioning email address to receive and retain information.
    16. All applicable fees and charges for transfers, including any breakdown between network fees and Uphold service fees (where applicable), will be disclosed before you confirm an instruction. A comprehensive schedule of fees and any applicable limits is made available electronically.
    17. In any case, the transfer of Crypto-assets to or from the Account is subject to compliance with the applicable laws and regulations, including but not limited to Law no. 83/2017 and Regulation (EU) 2023/1113, as well as the applicable policies and procedures on anti-money laundering.
    18. You declare, for all legal purposes, that you have full knowledge of the contents of Uphold’s transfer services policy, made available at [●], to which you have expressly agreed, and that Uphold is available to provide additional information thereon upon your request.
    19. When executing a transfer of Crypto-assets, the following security systems are used by Uphold: (i) a blockchain analysis tool to investigate activity and transactions on the blockchain to analyze the flow of transactions and to follow the movement of crypto-assets and provide risk scoring for transactions and addresses; (ii) two-factor authentication (2FA) tools for enhanced user account security during login and sensitive operations; (iii) automatic tools for the screening of accounts, checks against sanctions, Politically exposed persons (PEP) and adverse information lists; (iv) software for the implementation of the Travel Rule compliance flow in compliance with Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying transfers of funds and certain crypto-assets and amending Directive (EU) 2015/849; (v) dynamic risk-decisioning platform tools automating real-time fraud controls; (vi) tools managing the first point of contact for ticketing systems or chats; (vii) case management system to generate suspicious activity alerts based on predefined scenarios; (viii) tools for secure SMS-based verification and transaction notifications to support platform authentication and communications; (ix) software tools supporting the initiation, tracking and response of clients’ interactions and notifications, and enabling compliance and fraud agents to communicate with the client securely.
    20. When you or a third party sends a Crypto-asset to your Uphold Account from an external Crypto-asset wallet not hosted on the Platform, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of fees in order for the transaction to be completed successfully.

14. Fees

    1. Uphold makes money when providing you Services on the Platform. A description of our fees can be found at https://uphold.com/en-eu/get-started/service-fees. The fees posted here only apply to consumers.
    2. Business or institutional clients may be subject to a separate fee arrangement. Additional fees may be charged to high-volume customers. All fees will be notified to you in advance.
    3. By using our Services you agree to pay all applicable fees.
    4. We reserve the right to adjust its pricing and fees and any applicable waivers at any time. We will always notify you of the pricing and fees, which apply to your transaction using your Uphold Account when you authorise the transaction and in each receipt, we issue to you, and, where a change would affect any standing or recurring arrangements, we will provide reasonable advance notice on a durable medium, in accordance with applicable Portuguese law.
    5. We may charge network fees to process a Crypto-asset Transaction on your behalf. We will calculate the network fee at our discretion, although we will always notify you of the network fee at or before the time you authorise the Transaction.
    6. Non-payment of fees may cause your transaction to remain in a pending state outside of our control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.

15. Risks

    1. Please note the following risks in accessing or using Uphold’s Services:
       • The risk of loss in trading Crypto-assets may be substantial and losses may occur over a short period of time;
       • The price and liquidity of Crypto-assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
       • Legislative and regulatory changes or actions may adversely affect the use, transfer, exchange, and value of Crypto-assets;
       • Uphold is authorised as a crypto-asset service provider under MiCA. However, Uphold is not a bank, credit institution, payment institution or electronic money institution, does not provide deposit-taking services, and your balances are not deposits.
       • Crypto-assets in your account are not subject to deposit insurance protection;
       • Crypto-assets are not legal tender and are not backed by the government;
       • Transactions in Crypto-assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
       • Uphold relies on third parties (e.g., exchanges). There is therefore a risk that one or more of these parties may not perform as required by our agreements and you accept these risks, including the risk that we cannot execute a requested Crypto-asset Transaction;
       • The value of Crypto-assets may be derived from the continued willingness of market participants to exchange fiat currency or Crypto-assets for other Crypto-assets, which may result in the potential for permanent and total loss of value of a particular Crypto-asset should the market for that Crypto-asset disappear;
       • In order to withdraw Tier 4 Crypto-assets from the Platform, you must exchange the Crypto-asset to a medium of exchange supported by Uphold. In doing so, you will be exposed to the risk of that conversion;
       • The nature of Crypto-assets may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by Uphold or its affiliates may prevent the access to or use of your Crypto-assets, and
       • You acknowledge that by sending to your wallet a deposit below the applicable threshold related to Crypto-asset, you risk the permanent loss of those funds.
    2. Crypto-asset services provided under this Agreement are regulated under MiCA and applicable Portuguese implementing legislation. However, crypto-assets are not deposits and are not covered by any deposit guarantee scheme or investor compensation scheme. Uphold is not a bank, credit institution, payment institution or electronic money institution and does not provide deposit-taking services or accounts. These Services are also subject to applicable anti-money laundering and counter-terrorist financing obligations (including Law no. 83/2017, as amended, and Regulation (EU) 2023/1113).
    3. Please be aware that:
       • you may submit complaints to Uphold in accordance with Section 24 and we will handle complaints in accordance with our complaints-handling procedures; depending on the subject matter and your Member State, you may also have the right to contact the relevant competent authority and/or consumer protection body;
       • your account is not protected by any deposit insurance protection schemes; and
       • Crypto-assets may experience frequent price volatility resulting in a high degree of risk. Nothing in this Agreement will affect your legal rights.
    4. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Uphold does not give advice or recommendations regarding Crypto-assets, including the suitability and appropriateness of, and investment strategies for, Crypto-assets. You agree and understand that you access and use Uphold at your own risk; however, this brief statement does not disclose all of the risks associated with Crypto-assets and using the Uphold Platform.
    5. You should therefore carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of relevant funds, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

16. Use of the Platform

    1. We grant you a limited, nonexclusive, non-transferable and 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.
    2. You may print off one copy and may download extracts of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences, or any graphics separately from any accompanying text.
    3. Subject to the foregoing, 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. You further agree that you will not use any part of the content on our site for commercial purposes without obtaining a license to do so from us or our licensors.
    4. 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.
    5. You acknowledge and agree that certain wallet addresses, jurisdictions or counterparties may be designated as “Unsupported Addresses” on the Platform due to legal or regulatory restrictions. Any transactions deemed to involve Unsupported Addresses may be blocked, delayed or result in a temporary or permanent loss of funds. We do not bear any responsibility for issues resulting from attempts to send or receive funds involving Unsupported Addresses. Further, if you use services involving third-party liquidity providers, you agree to comply with all applicable supplemental terms, including the liquidity provider’s wallet address requirements and risk disclosures. You must send funds only to addresses designated by such liquidity providers and ensure any receiving address(es) you provide is/are accurate, current and active. We are not liable for any losses, delays or errors resulting from transfers to or from incorrect, outdated or Unsupported Addresses. You agree to indemnify Uphold for any claims or losses arising from your failure to comply with this Section.

17. Your Obligations

    1. You must comply with all applicable laws, regulations, licensing requirements, and third-party rights (including, without limitation, data privacy laws and anti-money laundering and counter-terrorist financing in your use of the Services and the Platform.
    2. You represent and warrant to us and agree that the following statements are and will remain true:
       • 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 passport;
       • You will not send, use or upload any scripts, viruses or malicious code.
       • 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;
       • You will not access the Platform using automated means of any nature and without our prior consent; and
       • You are at least 18 years old and have the capacity to enter into a legally binding agreement.
    3. In connection with your use of the Services and the Platform, and your interactions with other users and third parties, you agree to comply with our Prohibited Businesses and Prohibited Use Policy available here.
    4. Nothing contained herein should be construed as granting, by implication, estoppel or otherwise, any license or right for Crypto-assets to be used for illegal, unlawful, fraudulent, unethical, or unauthorised purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical or unauthorised activities.
    5. Your use of the Services and the Platform is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading, or storing Crypto-assets through the Platform, you agree that you will comply with those requirements. You are not permitted to acquire Crypto-assets or use any of the Services if:
       • you are in, under the control of, or are a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, the European Union, or HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person subject to economic sanctions specified as specified on the lists as published from time to time by any relevant authority (including, but not limited to the Office of Financial Sanctions Implementation (part of the UK’s HM Treasury), the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List, or the EU financial sanctions regime) (a "Sanctioned Person"); or
       • you intend to supply any acquired or stored Crypto-assets or funds or our Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
    6. In the event that we are required to block Crypto-assets associated with your Uphold Account in accordance with a sanctions programme, we may: (i) suspend your Uphold Account, your use of the Services, and/or your use of and/or access to the Platform; (ii) terminate your Uphold Account; (iii) return Crypto-assets to the destination of their origin or to a destination specified by authorities; and/or (iv) require that you withdraw Crypto-assets from your Uphold Account within a certain period of time, in each case to the extent permitted by applicable Portuguese law and any binding orders of competent authorities.
    7. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable laws and regulations, the guidance or direction of any regulatory authority or government agency, or orders from any regulatory authorities, governmental agencies, law enforcement agencies, or courts of competent jurisdiction.

18. Platform Availability

    1. Use of the Uphold API and Uphold Connect are subject to additional terms which we will let you know separately.
    2. Access to the Services and Platform may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Uphold Account or the Services, including the inability to initiate or complete transactions and may also lead to support response time delays.
    3. We do not guarantee that the Platform or other Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Uphold Account will be accessible and our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.
    4. Under no circumstances will Uphold be liable for any alleged damages arising from service interruptions, delays in processing transactions, or lack of timely response from customer support.
    5. Although we intend to provide accurate and timely information on the Platform, the Platform and its content may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions.
    6. Links to third-party materials (including without limitation any 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 such third-party materials accessible or linked to from the Platform.

19. Use of Third Parties

    1. We may, from time-to-time, contract with third parties who may provide services to Uphold, including financial products and other services in connection with the Platform.
    2. We may partner with other third-party service providers to offer users different funding options and financial instruments (“Third-Party Programmes”). By registering for and/or using any Third-Party Programmes, you expressly agree that you have read, understand, and accept all the applicable terms and conditions that may apply). You will have to contract with such providers of Third-Party Programmes individually, without assistance and intermediation of Uphold.
    3. To the extent required by applicable law, regulation, or any agreement with such providers, we will provide an update of a list of relevant financial service partners through the Platform.
    4. You may decide to link to third-party applications or content others make available through the Platform. As such, you expressly authorise 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 authorising the application. Unless otherwise stated, we have no control over applications and assume no responsibility for developers’ actions.
    5. If you authorise a third-party application to connect to your Uphold 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. If you have a dispute with a developer, you will need to resolve it directly with the developer.
    6. 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 Log-in Credentials whether a developer or otherwise. You may remove permissions granted to third parties with respect to your Uphold Account at any time through your account settings (authorised applications) page.
    7. A third party not affiliated with us may provide you with 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.
    8. 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. Please refer to our Privacy Notice for further information regarding such collection, sharing, and use of personal information.

20. Communicating with You

    1. This Agreement is provided to you in Portuguese and English. You agree that we will communicate contractual information with you, for the sole purposes of this Agreement, in the language of your choosing, provided that such language is either Portuguese or English.
    2. Any translation or summary of this Agreement, the Privacy Notice, or the General Terms & Conditions is provided solely as a convenience. In the event of any inconsistency between language versions, the Portuguese version will prevail, except to the extent that (i) mandatory consumer protection laws applicable to you require otherwise, or (ii) Uphold has agreed with you to communicate and contract in another language.
    3. Please keep a copy of this Agreement for your records. You can view an up-to-date copy of this Agreement at any time on the Platform. You can also ask us at any time for a copy of this Agreement by contacting Support.
    4. You can contact us through Support at https://support.uphold.com/hc/en-us/requests/new.
    5. If we contact you in relation to this Agreement, your Uphold Account, or our Services, we will use the most recent contact details you have provided to us. You must keep your personal details up to date on your Uphold Account. We will usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your Uphold Account profile. You are required to check for incoming messages regularly and frequently. Emails may contain links to further information on our Platform. If we send an email to the email address on record for your Uphold Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without an attachment) or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format or other formats that can be retained by you permanently for future reference. We recommend that you keep copies of all communications we send or make available to you.
    6. Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may also communicate with you via SMS.
    7. By signing up for our Services and accepting this Agreement, 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 Uphold Account for the following (i) initial phone number verification (ii) 2FA via SMS unless you chose an alternative method of 2FA and/or (iii) account management and transactional notifications and communications only.
    8. Any communication or notice sent by post will be deemed received three days from the date of posting for Portuguese post or within five days of posting for an international post. Any communication or notice sent by SMS will be deemed received the same day.
    9. 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.
    10. Authentication and Trusted Sessions; MNO Consent. To enhance the security of your Account and reduce friction while using our Platform, we may use mobile network-based authentication services or other secure technologies. These may require your mobile network operator ("MNO") or wireless carrier to share certain information with us and our service providers. We process this data to verify your identity, prevent fraud, and establish “Trusted Sessions”, which may allow continued access to our Services without repeated logins under secure conditions.

        We only process such personal data where we have a valid legal basis, including your explicit consent where required. Where applicable, you will be asked to provide separate, informed consent before such data is accessed or shared.

        You may receive essential security-related communications, such as push notifications or alerts when your account is accessed from a new device or location. These communications are considered necessary for the integrity and security of our Services.

        For more information about how we process your personal data and your rights, please refer to our Privacy Notice.

21. Data Protection

    1. Our Privacy Statement governs the collection and use of information through the Uphold services. The Privacy Notice (together with our Cookie Policy) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read it carefully to understand our views and practices regarding personal data and how we will treat it.

22. Liability

    1. We are not liable 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 us.
    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for the loss that results from our willful misconduct or gross negligence and liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors or for fraud or fraudulent misrepresentation.
    3. You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees, and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of this Agreement (including without limitation your breach of our Prohibited Businesses and Prohibited Use Policy or your violation of any law, rule or regulation, or the rights of any third party.
    4. Where we do not own or control the underlying software protocols that govern the operation of Crypto-assets supported on our Platform, we assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Crypto-asset you store in your Uphold Account may change. You acknowledge and accept the risks of operating changes to Crypto-asset protocols and agree that Uphold is not responsible for such operating changes and is not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Uphold has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported Crypto-assets or protocols.
    5. To the maximum extent permitted by applicable law, you hereby agree that Uphold will not be liable for any direct, indirect, consequential, special, incidental, punitive, or any other damages, even if we have been advised of the possibility of such damage or loss, arising or resulting from or in any way relating to your use of the SMS service. Furthermore, Uphold will not be liable for the acts or omissions of third parties, including but not limited to delays in the transmission of messages.
    6. To the maximum extent permitted by applicable law, our total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities, or expenses which you may suffer arising out of, or in connection with, any breach by Uphold of this Agreement shall be limited to a maximum aggregate value of the Crypto-assets on deposit in your Uphold Account at the time of the relevant breach by Uphold.
    7. Where we are considering a specific claim relating to a specific transaction Uphold’s liability to you, to the maximum extent permitted by applicable law, will be further limited to the purchase/sale amount (as relevant) of the transaction in dispute.
    8. In addition to the liability cap above, and to the maximum extent permitted by applicable law, in no event shall Uphold, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
       • any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and/or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same. For example, if you claim that we failed to process a Crypto-asset Transaction properly, your damages are limited to no more than the Supported Crypto-asset at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Crypto-asset;
       • any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; any loss of use of hardware, software or data and/or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and/or any interruption in any such data; and
       • any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
    9. To the maximum extent permitted by applicable law, we are not liable for any breach of the Agreement, including delays, failure in performance, or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
    10. If there is an error in a confirmation, in processing your purchase, in funding your Account, in transferring fiat currency or Crypto-assets, or in any other transaction, we reserve the right to correct the error, including by reversing, cancelling or rectifying the transaction and, where necessary, converting assets in your Account and deducting applicable fees, all within the limits permitted by applicable law.

23. No warranties

    1. Our Services and the Platform are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the services. Specifically, to the fullest extent permissible under applicable law, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Platform, any of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
    2. We make no representations about the accuracy, order, timeliness, or completeness of historical Crypto-asset price data available on the Platform.
    3. Any materials, information, view, opinion, projection, or estimate presented via the Platform is made available by Uphold for informational purposes only and is subject to change without notice.
    4. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness, and reliability of the materials, information, view opinion, projection, or estimate provided on the Platform.
    5. Accordingly, no warranty whatsoever is given by Uphold and no liability whatsoever is accepted by Uphold for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection, or estimate provided in or made available through the Platform and/or the Platform.
    6. The Services and Platform are not intended to provide specific investment, tax, or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax, or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
    7. 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.
    8. We will make reasonable efforts to ensure that Crypto-asset Transactions, requests for debits and credits involving your Uphold Account, bank accounts, debit cards are processed in a timely manner but Uphold makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
    9. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the services and Platform.

24. Complaints

    1. Uphold establishes and maintains effective and transparent procedures for the prompt, fair, and consistent handling of complaints received from you and shall make available in its website its Complaints Handling Policy. Uphold also publishes in its website appropriate summary details of its internal process for dealing with complaints promptly and fairly.
    2. You are entitled to file a complaint free of charge.
    3. You may submit a complaint through multiple channels, namely via: Uphold’s website via “Register a complaint at Uphold”; Uphold’s website via your Account, using the online ticketing system; filling in the Electronic Complaints Book, available via the platform https://www.livroreclamacoes.pt/inicio/reclamacao; by post at your own expense to Uphold's registered address available on the website of Uphold, whether in free-form or by downloading the Complaint submission form available on Uphold's website and sending the completed form.
    4. You have the right to file the complaints in English or in any official language of the European Union, which is also an official language of the Member State of the European Union where the Services of Uphold are provided in. All subsequent communication with you during the process and up to the end of the complaint handling will be conducted in English or Portuguese language.
    5. If you require assistance in making/filing the Complaint, reasonable assistance is provided free of charge and in a timely manner by the Customer Support Department.
    6. Uphold encourages the submission of a formal complaint no later than 3 (three) months after learning about a violation of your rights.
    7. Consumer residents in Portugal can also seek further information and advice on their rights by visiting the Directorate General for the Consumer (DGC) website.
    8. If you are a consumer in Portugal, you may have access to alternative dispute resolution mechanisms under Portuguese Law 144/2015, without prejudice to your right to bring the matter before the competent courts.
    9. Uphold shall investigate all complaints in a timely and fair manner and communicate the outcome of such investigations to you within a reasonable period, as well as keep a record of all complaints received and measures taken in response to them.
    10. You declare, for all legal purposes, that you have full knowledge of the contents of Uphold’s Complaints Handling Policy, made available at [●], to which you have expressly agreed, and that Uphold is available to provide additional information thereon upon your request.

25. Taxes

    1. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
    2. We do not provide tax advice and you agree that you will determine any tax implications associated with your use of, and any transactions you may make using the Platform. You should consult an accountant, lawyer, or tax authorities to determine any tax consequences.
    3. Your transaction history is available through your Uphold Account.

26. Termination & Suspension

    1. In the event that you want to stop using Uphold’s services, you can at any time, including within a 14 (fourteen) days period thereof, terminate this Agreement and cancel your Uphold Account. To terminate this Agreement and cancel your Uphold Account, please contact our customer support team at https://support.uphold.com/. We will decide, at our sole discretion, whether to cancel or suspend any pending Crypto-asset Transactions. You are not permitted to cancel your Uphold Account in an effort to avoid paying fees due to us or if your activity is under investigation. If you entered into Agreement, used our Services and paid our fees and then decided to terminate this Agreement and cancel your Uphold Account, you will not be entitled to repayment of any fees paid to us, even if you terminated the Agreement and cancelled your Uphold Account within period of 14 (fourteen) days after the date of this Agreement.
    2. You agree and understand that Uphold has the right to at any time:
       • immediately suspend your Uphold Account and all accounts beneficially owned by you;
       • freeze the Crypto-assets and funds in such accounts;
       • de-activate or cancel your Uphold Account; and/or
       • suspend your access to Uphold’s services and/or the Platform, until a determination has been made, if we suspect, in our sole discretion that you and/or such accounts are in violation of:
       • any provision of this Agreement;
       • any applicable laws or regulations;
       • Uphold’s Prohibited Businesses and Prohibited Use Policy; or
       • Uphold’s anti-money laundering policies and procedures.
    3. You further agree and understand that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to the Platform and Uphold’s Services until a determination has been made, if:
       • We are required to do so by a regulatory authority, court order, or binding order of a government authority;
       • The Uphold Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
       • We believe someone is attempting to gain unauthorised access to the Uphold Account;
       • We believe there is unusual activity in the Uphold Account; or
       • We believe you are using Uphold, your login credentials, or other account information in an unauthorised or inappropriate manner.
    4. If your account has been suspended, you will be notified when accessing the Platform. We may, in our sole discretion, give Written Notice that your Uphold Account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

27. Unclaimed Crypto-assets

    1. If your Uphold Account holds a balance at the time of its closure, or if your Uphold Account remains closed or dormant with a balance for a long enough period of time, we will ask you to withdraw your Crypto-assets within a reasonable period of time.
    2. During this period your Uphold Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period, you will not be able to access your Uphold Account but you may withdraw any remaining Crypto-assets by contacting Support at https://support.uphold.com/ and requesting that the Crypto-assets be sent to you in a manner that is reasonably acceptable for us.
    3. If you want to access your transaction history after the closure of your Uphold Account, you will need to contact Support at https//support.uphold.com/ and request the information.
    4. You may withdraw your Crypto-assets and access your transaction history for a period of six years from the date of closure of your Uphold Account, but we suggest that you withdraw your remaining Crypto-assets as soon as possible. You agree that any Crypto-assets held by us more than six (6) years after the date of termination of this Agreement cease to be held by us for you and shall instead become our Crypto-assets, without payment by us to you of any price or fee whatsoever.
    5. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your Crypto-assets, including in relation to returning any Crypto-assets to you after you have closed your Uphold Account.

28. Hardware and Software Requirements

    1. 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 Edge
         • 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
       • 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; and Apple iPhone or iPod Touch running iOS 12.1 or later; or an Android mobile device running Android version 4.19.7 or later.

29. Other Matters

    1. This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and Uphold as to the subject matter hereof, and it 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.
    2. Our failure to insist upon your strict compliance with any term or provision of this Agreement shall not be construed as a waiver for you to not comply with such term or provision.
    3. We may amend this Agreement, any agreement incorporated by reference, or our fees at any time by posting the amended version on the Platform and emailing it to you, or communicating it to you through the Platform. Each amended version will be effective as of the time it is posted, and your continued use of Uphold’s services after the posting of an amended version constitutes your acceptance of the amended version. We will inform you of any upcoming amendments by email or through the Platform at least 5 (five) days in advance, and, where a change would materially and adversely affect consumers, we will provide reasonable advance notice on a durable medium and allow penalty-free termination of the Agreement prior to the change taking effect.
    4. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
    5. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition, or other corporate reorganisation involving Uphold, provided that this transfer or assignment does not materially impact the quality of the services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement.
    6. In the event that Uphold is acquired by or merged with a third-party entity, we have the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control.
    7. You permit us, and we have the right, to transfer or assign all of our rights and obligations under this Agreement to any third party. Transfer or assignment of our rights and obligations under this Agreement to any third party may result in transfer of your Crypto-assets for custody with such third party. If we do so, we will give you reasonable prior notice (where permitted), and we will take reasonable steps to ensure that any transferee or assignee is able to provide the relevant Services in accordance with applicable law and maintains safeguarding arrangements for clients’ Crypto-assets and funds that are at least equivalent to those described in this Agreement.
    8. All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, disputes with Uphold, your liability, the indemnity, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
    9. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
    10. If you are not a consumer, you consent and submit to the exclusive jurisdiction of the Portuguese courts in connection with any dispute or controversy arising under or related to this Agreement or the Services. If you are a consumer, you may bring proceedings against Uphold in the courts of Portugal or in the courts of the Member State where you are domiciled, and Uphold will bring proceedings against you only in the courts of the Member State where you are domiciled, in each case in accordance with applicable rules on jurisdiction.
    11. The laws of Portugal apply to this Agreement. Despite that, if you are a consumer in another country, local mandatory law, or rights available to you as consumers, shall also govern this Agreement and the relationship between us.