Direct Deposit Cashback Program Terms

Please read these Program Terms carefully for important information about your rights and obligations in the Direct Deposit Cashback Program ("Program"). The Program is provided by Uphold as defined in your User Agreement that can be found here (“User Agreement”). The purpose of the Program is to reward Eligible Participants who fund their Uphold Account via salary-linked Direct Deposits.

Uphold.com is a Platform providing various products and services to global customers, which are subject to different laws and regulations in different jurisdictions. By making the Program available on Uphold.com and/or any other Uphold websites and applications, including but not limited to mobile applications (collectively, the “Platform”), Uphold is not making, and shall not be regarded as having made or intended to make, an invitation or inducement to you to invest in any Uphold products or services.

1. ACCEPTANCE AND MODIFICATION OF PROGRAM TERMS

   1. These Program Terms (as updated from time to time) govern your access to and participation in the Program, and form a legally binding agreement between you (hereinafter referred to as “you” or “your”) and Uphold (hereinafter also referred to as “us,” “our,” or “we”).
   2. By accessing, using, or attempting to use the Program in any capacity, and/or by clicking on “I agree” to accept any Uphold Services provided by Uphold in connection with this Program, you acknowledge and agree that: (a) you have read, understood, accepted, and agree to be bound by these Program Terms, the User Agreement (the terms of which shall be fully incorporated by reference into these Program Terms), and our Privacy Policy accessible here; (b) you are aware of, and shall assume all risks associated with transactions involving digital assets; and (c) Uphold shall not be liable for any such risks or adverse outcomes relating to the same.
   3. Uphold reserves the right to cancel, suspend, or extend the Program at any time, with or without prior notice, at its sole and absolute discretion. Any changes or amendments to these Program Terms will be effective as of the “Last Revised” date referred to at the top of this page. In this regard, you agree to regularly refer to these Program Terms and any other announcements that Uphold may make from time to time, through such communication channels as Uphold may deem fit. Uphold shall bear no responsibility whatsoever for any losses or damages of any kind that may result from the suspension, modification or early termination of this Program.
   4. Unless expressly defined in these Program Terms, or where the context otherwise requires, all words and expressions used in these Program Terms shall have the same meaning as defined in your User Agreement. For clarity, “Uphold Services” as defined in the User Agreement shall include your participation in this Program. In the event of any conflict between these Program Terms and the User Agreement, the provisions in this Program Terms shall prevail.

2. EFFECTIVE PERIOD

   1. The Program shall begin on June 2, 2025 at 12:01 AM Eastern Daylight Time (EDT) and end on December 31, 2025 at 11:59 PM Eastern Standard Time (EST) (“Effective Period”).

3. ELIGIBILITY

   1. The Program is open to natural persons who meet all of the following criteria (each an “Eligible Participant”):
      • (a) reside in the United States, excluding residents of New York, the U.S. Virgin Islands and American Samoa; 
      • (b) are at least eighteen (18) years of age as of June 2, 2025, at 12:01 AM Eastern Daylight Time (EDT); 
      • (c) are registered users of the Uphold Platform who have successfully completed identity verification (“IDV”) and all applicable “know your customer” (KYC) procedures as required by Uphold; 
      • (d) are Uphold customers in good standing and in compliance with the terms of the Uphold User Agreement; 
      • (e) fund their Uphold Account through a salary-linked ACH direct deposit, with each such deposit being not less than two hundred fifty U.S. dollars (USD $250) (each, a “Qualifying Deposit”). For the avoidance of doubt, an Eligible Participant shall mean only a natural person who receives the salary payment as an individual, and does not include sole proprietors and legal entities receiving payments for the provision of services.

4. PROGRAM DETAILS

   1. The Program allows Eligible Participants to earn a cashback reward equal to six percent (6%) of the gross amount of each Qualifying Deposit made to their Uphold Account via salary-linked direct deposit (“Cashback”). For the avoidance of doubt, “gross amount” shall refer to the amount deposited before the deduction of any applicable fees or charges, but after any applicable withholdings made by the employer.
   2. To begin earning Cashback, the Eligible Participant must log into their Uphold Account and set up a new direct deposit of salary or wages through their employer’s payroll system into their Uphold Account.
   3. Eligible Participants may make multiple Qualifying Deposits within a single calendar month.

5. CASHBACK LIMITATIONS

   1. The maximum Cashback reward that may be earned by any individual Eligible Participant under the Program shall not exceed the monthly reward cap (“Monthly Reward Cap”), as set forth below:
      • (i) Two hundred U.S. dollars (USD $200) per calendar month for individuals who make a Qualifying Deposit on or before June 30, 2025, at 11:59 PM EDT; and
      • (ii) Five hundred U.S. dollars (USD $500) per calendar month for individuals who make a Qualifying Deposit on or after July 1, 2025 at 12:01 AM EDT.
      • (iii) Five hundred fifty U.S. dollars (USD $550) per calendar month for individuals who make a Qualifying Deposit on or after October 24, 2025 at 12:01 AM EDT.
   2. The limitation mentioned in the Section 5.1 above applies regardless of the number or cumulative value of Qualifying Deposits made during the applicable calendar month. No additional Cashback shall be granted once an Eligible Participant has reached the Monthly Reward Cap for that period.

6. REWARD DISTRIBUTION

   1. Cashback rewards shall be credited to the Eligible Participant’s Uphold Account.
      • A) For Qualifying Deposits made before October 24, 2025:|
        
        • Four percent (4%) of the Cashback reward shall be paid in XRP.
      • B) For Qualifying Deposits made on or after October 24, 2025: 
        Six percent (6%) of the Cashback reward shall be paid out as follows, subject to applicable token caps:
        • Four percent (4%) paid out in XRP, capped at USD $500 per calendar month; and,
        • Two percent (2%) paid as one percent (1%) in ZBCN and one percent (1%) in WMTx, with a combined cap of US$50 per calendar month for the ZBCN and WMTx rewards.
      • The amount of each digital asset distributed shall be determined using its respective exchange rate to the United States dollar (USD) prevailing at the time of distribution, as reasonably determined by the Company in its sole discretion.The additional two percent Cashback reward is limited to the first ten thousand (10,000) Eligible Participants.
   2. Cashback rewards shall be distributed to Eligible Participants within seven (7) business days.

7. LIMITATIONS

   1. Only deposits funded through salary-linked direct deposit sources are eligible. Manual transfers or peer-to-peer payments do not qualify as Qualifying Deposits. 
   2. Cashback rewards must be accepted as awarded with no substitutions. 
   3. You are responsible for any costs associated with receiving any Cashback rewards. 
   4. Uphold reserves the right to verify the source and amount of each deposit and to withhold rewards in cases of suspected fraud, manipulation, or violation of these Program Terms.

8. TAXES

   1. The monetary value of a Cashback reward may be considered taxable income received by you in accordance with U.S. tax law. You are responsible for any tax liability related to participating in this Program. Please consult your tax advisor if you have any questions about your personal tax situation.

9. DISCLAIMERS AND EXCLUSIONS

   1. You acknowledge and agree that the Program and any content, features, or services provided in connection with it, are made available on an “as is” and “as available” basis, without warranties of any kind.
   2. Nothing in this Program is intended to, and shall not be construed as, providing any financial or investment advice. You further acknowledge that digital assets are highly volatile, and the act of predicting future prices involves inherent risk, which you voluntarily assume.
   3. To the maximum extent permitted under applicable law, Uphold expressly disclaims, and you agree to waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, non-infringement, or warranties arising from a course of performance, course of dealing, or usage in trade.
   4. You agree that Uphold shall not be liable for any losses or damages arising out of or relating to (a) any inaccuracy, defect, or omission of digital asset price data; (b) any error or delay in the transmission of such data; (c) interruption in any such data; (d) any maintenance or operational issues that cause suspension or interruption of the Program; or (e) any acts by third parties beyond Uphold’s reasonable control, including illegal or unauthorized actions by others.
   5. Your participation in the Program does not guarantee earnings or a specific reward amount. Cashback rewards are subject to change and may fluctuate based on market conditions beyond the Uphold’s control. In no event will Uphold be liable to you for any decrease in the value of Cashback reward or loss of earned Cashback rewards due to market volatility, technical issues, or other unforeseen factors.

10. RISK DISCLOSURE

    1. You understand that digital assets and participating in Program involves significant risk, including the potential loss of Cashback rewards. Digital asset values can fluctuate widely and unpredictably. 
    2. By participating in the Program, you acknowledge that Uphold shall not be responsible for any risks, losses, or adverse outcomes resulting from the inherent volatility of digital assets or from your participation in this Program.

11. LIMITATION OF LIABILITIES

    1. To the maximum extent permitted by applicable law, in no event will Uphold, its affiliates, or their respective shareholders, directors, officers, employees, attorneys, agents, representatives, suppliers, or contractors be liable for any incidental, indirect, special, punitive, consequential, or similar damages whatsoever (including, without limitation, damages for loss of data, information, revenue, profits, or other business or financial benefits) arising out of the Program, any performance or non-performance of Uphold Services, or any other product, service, or item provided by or on behalf of Uphold, whether under contract, statute, strict liability, or other theory, even if Uphold has been advised of the possibility of such damages. 
    2. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you. 
    3. Notwithstanding the foregoing, in no event will the liability of Uphold, its affiliates, or their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or contractors arising out of or relating to the Program exceed two hundred ($200) U.S. dollars.

12. INDEMNIFICATION

    1. You agree to indemnify and hold harmless Uphold, its affiliates, contractors, licensors, and their respective directors, officers, employees, and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses, and damages (including attorneys’ fees, fines, or penalties imposed by any regulatory authority) arising out of or related to (i) your participation in the Program, (ii) any breach or our enforcement of these Program Terms, (iii) your violation of any applicable law, regulation, or rights of any third party, or (iv) any misconduct, fraud, or misuse of the Uphold Services. 
    2. If you are obligated to indemnify Uphold, its affiliates, contractors, licensors, or their respective directors, officers, employees, or agents pursuant to these Program Terms, Uphold will have the right, in its sole discretion, to control any action or proceeding and to determine whether Uphold wishes to settle, and if so, on what terms.

13. RESOLVING DISPUTES: FORUM, ARBITRATION, AND CLASS ACTION WAIVER

    1. All matters arising out of or relating to these Program Terms, including any dispute regarding their existence, validity, or termination, shall be governed by, and resolved in accordance with, the governing law, dispute resolution procedures, and venue provisions set forth in your User Agreement. By participating in the Program, you agree to be bound by such provisions as if fully set forth herein. 
    2. You expressly acknowledge that you are waiving the right to participate in any class action or collective proceeding and that any dispute relating to the Program must be resolved on an individual basis, in accordance with the arbitration provisions set out in the User Agreement.