Uphold Institutional - Portal Terms

These Uphold Institutional Portal Terms (“Portal Terms”) govern your access to and use of the Uphold Institutional Portal website and/or app (the “Portal”), to access the cryptoasset trading platform offered by the Uphold Group (the “Platform”). The Portal and the Platform are offered by entities that form part of the Uphold Group, depending on the jurisdiction of residence of the end user, including Uphold HQ Inc. (for customers residing in the United States), Uphold Europe, Ltd. (for customers residing in the UK), Uphold Lithuania UAB (for customers residing in the EEA), Uphold Operating Canada, Ltd. (for customers residing in Canada), and Uphold Worldwide Ltd. (for customers residing anywhere else the Portal is made available). These Portal Terms are issued on behalf of the relevant member of the Uphold Group based on the jurisdiction you reside in (“Uphold”, “we”, “us”, “our”) and are a legally binding contract between us and you, the individual end user, together with any company that you represent (“you” or “your”) collectively “the Parties”. These Portal Terms supplement the general terms and conditions applicable to the Platform (the “Platform Terms”), which are available here. To the extent these Portal Terms conflict with the Platform Terms, these Portal Terms will control. Any capitalized terms not defined herein will have the meaning given to them in the Platform Terms. By utilizing the Portal, you agree to follow and be bound by these Portal Terms, including any policies referenced herein. These Portal Terms, together with any additional terms that apply to the Portal, may be modified without notice to reflect changes to the law or the Portal. You should regularly review the Portal Terms and your continued use of the Portal will constitute your acceptance of any revisions to these Portal Terms. Please refer to our Privacy Policy and Cookies Policy to explain how Uphold collects, uses and shares any personal information shared by you when accessing the Portal.

Becoming a User.

In order to use the Portal and the Platform, you must set up an account as a user (an “Account”), subject to the Terms outlined herein and the Platform Terms. For legal, regulatory and compliance purposes we are required to know who you are before you access the Portal. We may prompt you for personal information like your legal name, address, government identification or date of birth and/or corporate information about the entity you represent, including information concerning its beneficial owners. You agree that we may use the information you provide and other information to verify your identity, and that of the entity you represent.

If you are setting up an Account on behalf of an entity, you confirm that you are an authorized officer of that entity and have the authority to enter into agreements for and on behalf of that entity. As part of our due diligence procedures, we will require you to provide certain information concerning the entity, including but not limited to formation documents and information concerning beneficial owners. If you do not provide us with the information that we request of you in a timely manner, we may suspend, terminate or refuse to open an Account for you. If you are opening an Account on the Portal for an entity, you are hereby providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You also authorize us to obtain your personal and/or business credit report from a credit bureau. You also authorize us to obtain your personal and/or business credit.

You may only create, have, administer and/or control one Account. If you require an additional Account, you must first get our written permission to do so. You may request an additional Account through our support contact form with the proposed purpose for an additional Account. If we find that you have opened, operated and/or are operating an additional Account, or more than one Account at any one time without our permission, we reserve all rights, including but not limited to, terminating your Account(s), revoking your limited license to use the Portal and the Platform

We do not share your information unless required to do so by law and/or unless we have your express consent to do so or have another legal basis for sharing such information. If we share your information with third parties we will do so under our Privacy Notice.

Use of the Portal

By submitting a new order through the Portal, you grant Uphold permission to execute a transaction for that order on a spot basis and you accept that you will be charged any relevant fees as outlined in the transaction confirmation.

All trades must be fully funded prior to execution unless Uphold has specifically agreed with you to allow for deferred settlement of the purchase price (generally T+1). The ability to settle trades on a deferred basis is granted in Uphold’s sole discretion based on an evaluation of your creditworthiness and other factors, and may be subject to specific limits. You will be notified of any ability to settle trades on a deferred basis and any applicable limits, as well as any changes to these terms. Special terms may also apply to OTC transactions.

You understand and accept that Uphold is not acting as your broker, intermediary, agent or advisor, nor in any fiduciary capacity. No communication or information provided by Uphold should be considered or construed as investment, tax, or any other form of advice.

If you place an order using the Portal and that trade is executed, you will receive an electronic confirmation detailing the specifics of the trade. In the event that the Portal fails to provide such confirmation, it will not affect the terms of the trade.

Uphold will make all commercially reasonable efforts to execute the transaction at the quoted price, but makes no guarantee of “best execution.” During periods of high volume, low liquidity, or high volatility, Uphold will use all commercially reasonable efforts to execute the trade at the quoted price, but may not be able to execute a trade, in full or in part, at that price. In such cases, you will be notified that the trade could not be executed (either in full or in part), and you may attempt to execute the trade at a different price. In the event of a market disruption or Force Majeure event (as defined in Section 14), we may be required to temporarily suspend access to the Portal, or prevent you from completing any transactions via the Portal, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event. You understand and agree that Uphold is not responsible for any such price fluctuations or the failure to execute the trade.

Subject to these Portal Terms, we will make commercially reasonable efforts to settle trades on a spot basis within two (2) days from the date upon which users have agreed to execute a trade via the Portal.

All sales and purchases of Cryptoassets by Uphold via the Portal are final. We shall not accept any returns or provide any refunds.

License

We grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use Portal solely for the purpose of accessing the Platform. You shall not transfer or sublicense our code, APIs or other tools to anyone. These Portal Terms relate solely to using the Portal to access the Platform and does not grant you any right or license to conduct or process transactions using our services or systems other than via the Portal, or authorize individuals outside your legal entity to access or use the Portal.

You agree not to copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivatives works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the Portal for any purpose. 

Governing Law

You agree that these Terms shall be governed by the laws of the following jurisdictions, depending on your jurisdiction of residency, excluding any conflict of laws principles and any claim between you and us:

• For residents of the US: California
• For residents of the UK: England
• For residents of the EEA: Lithuania
• For residents of Canada: Ontario
• For all other residents: Bahamas

 

Subject to the Arbitration Provision of the Platform Terms (to the extent it applies to you based on your jurisdiction of residence), any legal action or proceeding arising under these  Portal Terms will be brought exclusively in the courts located in the relevant jurisdiction matching the governing law set forth above, and you hereby irrevocably consent to the personal jurisdiction and venue therein.

If a court of competent jurisdiction finds any provisions outlined in these Terms to be invalid or enforceable, such provision will be modified and interpreted to accomplish the objectives of the provision to the greatest extent permitted and any such finding shall not invalidate the enforceability of any other provision.

Taxes

You remain solely responsible for determining whether any applicable taxes, duties and fees apply to your use of the Portal. You accept and agree that Uphold is not responsible for determining or reporting tax liabilities arising from your use of the Portal. You are advised to seek independent tax advice from your professional advisors prior to engaging with the Portal to determine any tax consequences. 

Third Party Information

The Portal may contain links to third party websites, information or resources. We provide absolutely no representation or warranty of the quality or accuracy of information or materials provided by any third party. Uphold accepts no responsibility or liability for any damage caused by a third party website or resources.

Intellectual Property

Uphold or its licensors own and shall retain all right, title and interest in and to the Portal including all SDKs and APIs including results of API calls, documentation and Uphold trademarks. You agree not to frame or display any part of the Portal without our express written permission and you will not use our trademarks without our prior written consent. 

Term

The Portal Terms shall commence on the date you review and accept the Terms outlined herein and shall be in full force and effect until: 

• You close your account by contacting [email protected];
• You are found to have breached any of the provisions outlined in the Portal Terms or Platform Terms; 
  Uphold is required to terminate the Portal Terms or Platform Terms by law, or Uphold terminates your account pursuant to these Portal Terms or the Platform Terms.

Termination

Your use of the Portal is a privilege, and not a right, and we reserve our right to terminate, suspend or restrict your access the Portal, as well as take other actions described in the Portal Terms, at any time to protect you, other Users and/or us as we deem necessary. In some cases we may terminate, suspend or otherwise restrict your Account and use of the Portal if we suspect your Account may be connected to any Prohibited Use or Prohibited Business, for suspected violation of the Portal Terms, the Platform Terms, or any applicable agreements or policies, where required by applicable law, or to otherwise prevent potential loss.

If your Account is terminated, or subject to verification requirements, you will generally be permitted to transfer funds or the relative Value of Funds off the Portal for thirty (30) days unless those transfers are otherwise prohibited.

In the event that you want to stop using the Portal, you can cancel your Account if you are in good standing and compliant with the Portal Terms and other policies. To cancel, simply remove all funds in your Account and contact [email protected].

Non-Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The Portal Terms shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations.

Assignment

The Portal Terms, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempt to transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Enforceability

If any provision of the Portal Terms is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.

Survival

Provisions herein related to suspension, termination, cancellation, debts, general use of the Portal, fees, disputes, your liability, indemnity and general provisions shall survive any termination of the Portal Terms.

Force Majeure

Neither party shall be liable for failure or delay in the fulfillment of any of its obligations under this Agreement where such failure is due to war, riot, strike, labor dispute, civil disturbance, rebellion, invasion, terrorist attack, embargo, national or local emergency, natural disaster, pandemic, acts of God, flood, fire, malfunction of equipment or facilities, failure by the other party to this Agreement to fulfill such obligation, or any other cause beyond its reasonable control. The party unable to fulfill its obligations due to such a force majeure event shall use diligent efforts to restore its performance as soon as reasonably possible.

Limitations of Liability

The liability of Uphold, our affiliates, licensors, portal partners, service providers, or their respective officers, directors, agents, joint venturers, employees or representatives to you will be as set forth in the Platform Terms.

Disclaimer

WE AIM TO MAINTAIN THE PORTAL UP, BUG-FREE AND SECURE, BUT YOU USE THE PORTAL AT YOUR SOLE RISK. THE PORTAL AND PLATFORM IS PROVIDED ON AN “AS IS'' BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTIES THAT ACCESS TO ANY PART OF THE PORTAL, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF ANY CRYPTOASSET AS DENOMINATED IN ANY QUOTED CURRENCY. WHILE WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF A CRYPTOASSET, WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA FOR ANY REASON. YOU UNDERSTAND AND AGREE THAT THE VALUE OF CRYPTOASSETS CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE FOR LIABLE FOR ANY LOSSES INCURRED BY HOLDING OR TRADING CRYPTOASSETS, EVEN IF THE SERVICE IS DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON.

WE SHALL NOT BE RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO PORTAL PARTNERS, AND YOU RELEASE US, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SERVICE PROVIDERS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM BASED ON SUCH ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.