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Introduction

From time to time, we may change or update this Developer Agreement with or without prior notice. Developers undertake the responsibility to read and remain familiar with these terms and any changes and continued development constitutes acceptance of any changes or updates.

Change to this developer agreement

Subject to our terms and restrictions, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer’s Tools and underlying content into your website or application (your “Application”) so that your Application can interface directly with our Service. Developers shall not transfer or sublicense our code, APIs or other tools to anyone and will only use our SDKs to develop and distribute applications using the Uphold Platform and Developer Services.

Our license grant to developers

Developer Fees for use of the Uphold Platform are listed on the Features and Pricing Page, unless you have entered into a separate written agreement with us. Subscription Fees are due upfront upon your order of the applicable Service. Transaction Fees are billed and collected on regular intervals. You agree that we may process Transaction Fees by automatically deducting amounts due to us at any time. We will provide you a summary of all Transaction Fees processed within your Account. You grant us a security interest in any and all Value that come into our possession that is associated with your Account for the limited purposes of (i) satisfying obligations you have to us under this Agreement or otherwise and (ii) exercising any rights or remedies we have pursuant to this Agreement or otherwise. You agree to execute, deliver, and pay applicable fees for any documents we request to create, perfect, maintain and enforce this security interest.

Fees

Developing on the Platform, Developers grant us all rights and an unlimited, perpetual, irrevocable, non-exclusive, transferable and sublicensable license to enable your application to function, including the right to incorporate or display information within the Service or in marketing materials and to use your name, logos, content, designs and information through the Uphold Platform and Developer Services worldwide and royalty free, including but not limited to all information you provide to or in connection with our Application Directory. Each Developer covenants that they have the right to grant such license and warrant that no third party will dispute or initiate a claim against us with respect to such license.

Developers license grant to us

We retain all rights and interest in any and all components of the Developer Services, our trademarks and all other Uphold intellectual property. Developers agree that they will make no claim with respect to our Service or any components thereof. Developers may use and display our marks and logos with our written permission solely to attribute the Developers Services as the source of their applications. Developers shall follow all Uphold trademark and brand policies and guidelines.

Intellectual property

Developers responsibilities and agreements

The following provisions are designed to protect the integrity of our Service. Developers agree that:

Integrity

We may provide support or modifications for the Developers Services. We may change, suspend, or discontinue any aspect of the Developers Services or cease offering the Developers Services at any time. Uphold shall not be liable to Developers for compensation, reimbursement or damages of any kind on account of loss of prospective profits, anticipated sales, or goodwill, or on account of expenditures, investments, or commitments in connection with Developer’s use of the Service or Uphold Platform.

Ongoing support and updates

In some situations we may require Developers to provide additional information about themselves, their product and/or service. We may need to restrict or block your application until these requests are fulfilled and we complete review. Without limitation, this could occur in situations where the Developer is providing functionality related to cross border transfers; offers of credit, offers of loans, either directly or as a broker or functions that require licensing; gambling related functions or the provision of the exchange of virtual currency.

Additional information

Developers agree that they will not facilitate any services or functionality that:

Prohibited services

Developers are solely responsible for resolving any and all disputes with users including those we notify you about or otherwise. We retain the right but not the obligation to assist in resolution. Developer agrees to provide Uphold with any and all records or information that we request in connection with any dispute with a user. Developer agrees to be liable for any and all chargebacks related to transactions by users using Developer’s application. Developers understand and acknowledge that transactions with minors may be voidable by law and that Developer may be required to refund or reverse transactions with minors.

User support

Developer agrees to fulfill any and all tax obligations associated with Developer’s application.

Taxes

Developer agrees to provide us with copies or details of any governmental agency request for information about us or our users unless prohibited by law.

Requests from other

Developers agree to cooperate with us to prevent or halt fraudulent or illegal activity. We reserve the right to limit transactions or suspend, disable or terminate the Service for any reason for investigation, as legally ordered or if we determine in our sole discretion that Developer has or may create legal risk for Uphold.

Cooperation

The Uphold Platform and Developer Service and any materials received from us are provided “AS IS” and without warranty of any kind, express or implied, and are subject to all the warranty limitations and liability limitations applicable to the Service as set forth in the General Terms and Conditions or relevant User Agreement. While we are fully reserved, Developers acknowledge that Uphold is not a bank and does not offer banking services. No interest will be provided and any value held on the Service is not a deposit obligation and is not insured by Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, or any other entity or insurance scheme, whether governmental or private.

No warranties

Security is key for our users and we take our commitments seriously. Developers need to as well and agree as follows:

Security

If you’ve got a question or you need further information about developing on Uphold, email us at developer@uphold.com.

Need further information?

Uphold’s commitment to openness and transparency includes offering our API to business partners that can provide additional services to our members. If you represent a business that would like to offer services to Uphold’s [1,000,000+] members (and growing!), these are the terms that would apply to the relationship between your business and Uphold.