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Legal

Developer Agreement

UPHOLD DEVELOPER AGREEMENT

Updated 4.30.2017

1. INTRODUCTION.

1.1 These terms govern your development using the Uphold Platform, including the features and services we make available through:

A. Our website at uphold.com and any other Uphold branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions);

B. Our Platform and API, documentation source code, object code library, executable applications and other materials;

C. Any plugins;

D. Other media, brands, products, services, software, devices, or networks now existing or later developed; and

E. Our sandbox, available here https://sandbox.uphold.com/ and any other resources or services available here https://developers.uphold.com/ (“Developer Services”) made available by us.

1.2 All Developers agree to be bound by the Membership Agreement and this Developer Agreement, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above. If there is a conflict between the Developer Agreement and Uphold’s Membership Agreement, this Developer Agreement shall control. The terms of this Developer Agreement apply to those who develop on our Platform to create integrations using our SDK, API, any object code library, sample source code or documentation related to the Uphold Platform.

2. CHANGES TO THIS DEVELOPER AGREEMENT

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.

3. OUR LICENSE GRANT TO DEVELOPERS

Subject to our terms and restrictions, we grant you a limited, revocable, non-exclusive, non- transferrable 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.

4. FEES

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.

5. DEVELOPERS LICENSE GRANT TO US

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.

6. INTELLECTUAL PROPERTY

We retain all right 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.

7. DEVELOPER RESPONSIBILITIES AND AGREEMENTS

Developers agree to:

7.1 Provide utility while being honest and transparent with us, our partners and members.

7.2 Be a verified member of Uphold and follow our all applicable terms, principles and policies.

7.3 Be at least 18 years old if loading or transferring value through the Platform.

7.4 Promptly provide and complete any and all verification information we request and to inform us of any changes to that information.

7.5 Add something unique that does not replicate our core features or change the look or functionality of Uphold features (through, for example, skinning, layout manipulation, CSS injection, DOM modification).

7.6 Not circumvent limits on or requirements of the Service or develop applications designed to redirect people off of the service for onboarding to a competing service.

7.7 Comply will all applicable laws and regulations in the jurisdiction(s) where their applications are available.

7.8 Not confuse, deceive, defraud, mislead, spam or surprise anyone.

7.9 Provide and strictly follow a comprehensive, member-accessible policy detailing how the Developer will collect and use information about or from members through cookies, SDKs or similar technologies. Developers must also provide and strictly follow a comprehensive and member-accessible privacy policy and make their verified physical address and email address or other electronic means to contact the Developer easily accessible to members authorizing their application. Developers will ensure that a link to their required privacy policy will be available to members who use their application.

7.10 Only use data you may obtain from members consistent with our terms and policies in addition to the Developer’s required privacy policy with members’ consent.

7.11 Not sell, license, or rent any data obtained from us or through use of the Uphold Platform or Service.

7.12 Not transfer any data obtained from use of the Uphold Platform or Developer Services unless required for application functionality and only then consistent with all applicable terms and policies.

7.13 Only use member data as required for use and access to Developer’s applications by the end user to whom such member data relates.

7.14 Not use or disclose any information derived directly or indirectly from the member data for any purpose other than as allowed herein. Developers shall not use any part of the member data to create a database separate from their application or transmit all or part of such data to any third party for any use separate from Developer’s application.

7.15 Delete any member data if requested to do so by a member unless required by law to retain that data. If the Developer is required to retain such data, they shall provide an explanation to the member of the requirement and retention duration.

7.16 Obtain written consent from members before taking any action on a member’s account through the Uphold Platform.

7.17 Provide responsive and helpful customer support for members authorizing their applications.

7.18 Ensure that any and all information received from Uphold or its members is stored securely and protected against unauthorized use or access. Developers shall protect all member access tokens and only show data obtained from any access token on devices associated with that token. Developers shall not proxy, request or collect any member passwords. Developers shall strictly guard all secret keys and access tokens and hereby indemnifies Uphold from any and all misuse of keys or tokens.

7.19 Ensure that any vendors or third parties for services related to their applications, those vendors and third parties shall be bound by confidentiality obligations with respect to information you receive from us or members.

7.20 Not reverse engineer, modify, or translate any components of the Uphold Platform, Developer Services or Service.

7.21 Hold any and all needed licenses and have adopted any and all required processes, reporting and/or payout obligations necessary for offering their application functionality.

7.22 Not infringe any third-party’s intellectual property rights and warrant that they own or have the rights to any implicated intellectual property. U.S. based Developers warrant that they operate in compliance with the Digital Millennium Copyright Act, as necessary and the Children’s Online Privacy Protection Act.

7.23 Indemnify and defend Uphold and its affiliates and hold them harmless from and against all claims, damages, losses and expenses of any kind (including attorneys’ fees) related to any claim asserted against us related to their application or service, actions, inactions, content or information or a violation of these terms or the Membership Agreement.

7.24 Abide by all limits on API calls, impressions or other limits.

7.25 Not send unsolicited commercial communications.

7.26 Fairly disclose any and all charges or fees associated with their application or service.

7.27 Not cache, aggregate, or store data or content accessed via the Developer’s Tools other than is strictly needed for functionality of an application.

7.28 Not use the Platform to promote or disseminate spyware, adware, or any other malicious programs or code.

8. INTEGRITY

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

8.1 We can monitor, collect and analyze your application and related data for any purpose.

8.2 We can audit applications to ensure compliance with all applicable terms, policies and guidelines and Developers agree to cooperate in any such audit.

8.3 We can take action, including termination, if we believe that your application violates our terms, policies or guidelines; negatively impacts our Service or creates legal risk for us. Such action may occur without notice.

8.4 We may set limits on the number of API calls Developers can make and may moderate Developer activity, or revoke permissions in the event of abuse or attempts to circumvent limits.

8.5 If you offer your application or similar applications on other platforms, you must offer members the same terms on the Uphold Platform. In the absence of a separate written agreement to the contrary, we will be free to use any information, suggestions or recommendations you provide to us pursuant for any purpose.

8.6 We reserve the right to require Developers to maintain balances to satisfy obligations.

9. ONGOING SUPPORT AND UPDATES

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.

10. ADDITIONAL INFORMATION

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.

11. PROHIBITED SERVICES

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

11.1 Facilitate prohibited transactions.

11.2 Requires the consent or other rights from any third party unless they have obtained all such rights and may not offer any services or functionality that would require us to pay any fees or royalty to any third party.

11.3 Offers promotions or contests without our prior written consent. When contacting us, on this issue, Developers should include an opinion letter from their legal counsel that explains why your service or functionality does not constitute unlawful gambling in all jurisdictions where the promotion is available to users.

12. MEMBER SUPPORT

Developers are solely responsible for resolving any and all disputes with members 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 member. Developer agrees to be liable for any and all chargebacks related to transactions by members 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.

13. TAXES

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

14. REQUESTS FROM OTHER

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

15. COOPERATION

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.

16. NO WARRANTIES

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 Membership 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.

17. SECURITY

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

17.1 Developers agree that they are responsible for any unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of members’ personal information.

17.2 Developers agree to (i) keep and maintain any and all personal information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; (ii) not to use, sell, rent, transfer, distribute, or otherwise disclose or make available personal information for the benefit of anyone other than us and a member who has authorized Developer’s application in connection with the authorized service provided.

17.3 Developers agree that any collection, access, use, storage, disposal and disclosure of personal information does and will comply with all applicable federal, state and foreign privacy and data protection laws, regulations and directives.

17.4 Developers agree to implement administrative, physical and technical safeguards to protect personal information that are no less rigorous than accepted industry practices including the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, the Information Technology Library (ITIL) standards, and other applicable industry standards for information security, and shall ensure that all such safeguards, including the manner in which the information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws.

17.5 Developers that work with credit, debit or other cardholder information will be in compliance with current Payment Card Industry Data Security Standard (“PCI DSS”) requirements.

17.6 Developers agree to implement secure coding practices as outlined from such organizations as OWASP to ensure security is built into the secure coding lifecycle.

17.7 Developers will notify us of any security breach immediately and shall cooperate with any reasonable requests we may make.

18. NEED FURTHER INFORMATION?

If you’ve got a question or you need further information about developing on Uphold, email us at [email protected]