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User Agreement for Residents of the United States

Last updated Jan 28, 2020

    This User Agreement (this “Agreement”) is for our users who are residents of, or who access our Platform from, the United States (US) and governs the access and use of our mobile applications, products, software, websites, APIs and other services (our “Platform”) and, where applicable, other service providers available on or through the Platform. It is a binding contract between you and Uphold HQ Inc.

    By using the Platform, you agree to follow and be bound by this Agreement and the associated General Terms and Conditions, including any policies referenced herein and therein, which are incorporated herein by reference. We may change the terms of this Agreement from time to time and at any time, with or without actual notice to you, though we will post notice of changes on the Platform. You should look at this Agreement regularly and your continued use of the Platform constitutes your acceptance of any revisions to this Agreement. If you do not agree to the modified terms for the Platform, you should discontinue your use of the Platform. In the event of a conflict between this Agreement and the Terms and Conditions, this Agreement shall control.

    Uphold HQ Inc. is not a broker-dealer of any kind and is not a member of the Financial Industry Regulatory Authority (“FINRA”) or the Securities Investor Protection Corporation (“SIPC”). Cryptocurrency investments are not protected by Federal Deposit Insurance Corporation (“FDIC”) or SIPC insurance, or any other insurance.

    If you are a resident of a country that is a member of the European Economic Area (EEA), the European Union (EU), the United Kingdom, or Switzerland, your agreement is available here. If you reside anywhere else in the world, your agreement is available here. Use of the Uphold API and Uphold Connect are subject to an additional Developer Agreement.

    You also acknowledge that you have read and agree to our General Terms and ConditionsPrivacy & Data Policy, our Cookie Policy and our Developer Agreement (if applicable). You acknowledge the receipt of all regulatory notices and disclosures required by law, including all items provided in the Disclosure Library and our Privacy & Data Policy.

  • 1.
    Your account

    1.1

    In order to use the Platform, you must set up an account as a user (an “Account”). When used in this Agreement, the words “you” or “your” mean the owner of the Account.

    1.2

    Your Account consists of different currency sub-accounts that digitally represent the financial equivalent of certain forms of fiat currency, digital assets, virtual or cryptocurrencies, virtual and precious metals, and commodities (collectively, the “Assets”).

    1.3

    Any Assets placed by you on the Platform will be transferred to Uphold, and you will retain the economic value of such Assets (the “Value”), subject to the terms and conditions hereof and to applicable law. You represent and warrant that you have title to and ownership of any such Assets so transferred to the Platform at the time of such transfer, and such Assets are not subject to any liens, security interest or third party claims of any nature.

    1.4

    Uphold will not accept on your behalf, and shall have no liability for, any cryptocurrency or other digital or virtual assets that Uphold technology does not support and Uphold does not formally recognize with respect to the Platform (“Unsupported Assets”).

    1.5

    Upon transfer of the Assets to the Platform, you will not retain ownership of, or title to any Assets placed on our Platform. Your rights are solely to the Value you hold on our Platform, in such forms of Value and means of Value transfer that Uphold supports, which are subject to change. The Value you have is reflected on the sub-accounts (relating to your economic interests in cryptocurrencies, national currencies, metals, and other assets) displayed in your Account and represented to you in real-time.

    1.6

    You may hold multiple forms of Value and convert to other forms of Value by transferring from one sub-account to another. You may also transfer Value to other Uphold users and with some restrictions to non-users as well. A list of those Assets supported by the Platform is set forth on our Transparency Page and is subject to update and modification. Your use of the Platform is subject to certain limits and restrictions unless you become a registered and verified user of Uphold.

    1.7

    Value held in each sub-account is fully reserved by Uphold, which can be verified at any time on our Transparency Page. To remove Value from the Platform you must convert it to a supported medium of exchange. In doing so, you will be exposed to the risks associated with that conversion. There is a significant risk of loss of Value associated with speculative trading of any kind.

    1.8

    We provide tools to track, transfer, and manage your sub-accounts and Account information. Within the limits of the Platform, we facilitate Value transactions according to instructions received from your Account and communicate with the Value transfer and transaction network(s) on your behalf, as necessary.

    1.9

    With some forms of Value, we cannot always guarantee that a requested transaction will not be delayed and you agree that, subject to applicable law, we are not responsible for any issues with respect to such delays. We rely upon third parties, such as exchanges, for the purchase and sale of Assets to maintain Value in our reserve. Some of these parties have short operating histories and unproven management and there have been situations where some Value and other exchanges have lost client funds due to fraud, mismanagement, theft or other reasons. There is a risk that one or more of these parties may not perform according to our agreements with them and you accept those risks.

  • 2.
    Using your account

    2.1

    Your Account is self-directed. You are solely responsible for any and all orders placed on the Platform and you acknowledge and agree that all orders are unsolicited. Any investment decisions to buy, sell or hold Value are yours and you acknowledge and agree that you have not received, and do not expect to receive, any investment advice from any Uphold entity. Uphold HQ Inc., its affiliates and their respective employees, agents, principals and representatives under no circumstances will provide investment advice and you acknowledge and agree that your use of the Platform or any part thereof will not constitute the provision or tendering of any investment advice. 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.

    2.2

    If you initiate recurring add-funds, add-Value or remove-funds, remove-Value transaction(s) via bank, credit and/or debit card transfer, you authorize us to initiate recurring electronic debit or credit entries from or to your relevant linked, external account(s). Your recurring transactions will occur in identical, periodic installments, based on the period you specify (e.g., daily, weekly, monthly), until either you or we cancel the recurrence. If the transaction falls on a weekend or holiday, or after bank business hours, the electronic credit or debit will be executed on the next business day but the applicable exchange rate (if applicable) quoted at the time of the transaction will apply. If your institution is unable to process any debit entry, we will attempt to notify you. Your authorization will persist until you change your recurring transaction settings or notify us in writing. You agree to notify us in writing of any changes in your linked, external account(s), debit and/or credit card information prior to setting up a recurring transaction. We may, at any time, terminate recurring transactions with prior or subsequent notice to you.

    2.3

    You authorize us to invest and retain interest or returns on free cash balances in your Account, provided that you will not be entitled to receive interest or returns except to the extent provided in an express agreement with us, if any.

    2.4

    If your primary funding method has insufficient Value to cover the amount to be added, we may immediately cancel or reverse the transaction. We may try, but have no obligation to, attempt to fulfill add-Value transaction using an alternative payment method. You agree that we may debit any of your payment methods for the full or partial amount of your add-Value request plus any fees or amounts due us. We may resubmit debits or charges to your add-Value methods until all amounts owed by you to us are satisfied in full.

    2.5

    In certain cases, Uphold permits the removal of Value to an outside cryptocurrency address or a bank linked to your Account. To transfer Value from your account off the Platform, you must transfer cryptocurrency to a correct address or use any fiat transfer methods that we may, from time-to-time, make available to you.

    2.6

    With regard to cryptocurrency transactions, we will transfer Value according to the instructions received from you, but we do not guarantee the identity of the person or entity receiving the transfer and we may require verification of the identity of that person or entity from you in certain circumstances. If you initiate a transfer to an email address not associated with an Account, we will invite the recipient to become an Uphold user. However, you are responsible for the accuracy of recipient and transaction details you provide us. You specifically acknowledge that you understand that cryptocurrency transactions cannot be cancelled or reversed.

  • 3.
    Fees

    3.1

    Any transaction involving a conversion, transfer or exchange of one Asset to another or from an Asset to or from an external account is subject to a “spread” for the given transaction. The price of the Asset as displayed on the Platform on the “Transact” page includes this spread. The price displayed in terms of the originating Asset for the transaction is what your sub-account will be debited, and the amount displayed of the Asset being acquired is what your sub-account will be credited. Any amounts displayed on the “Transact” page in an Asset other than the Assets being transferred from or to is for informational purposes only. You acknowledge that because the price of an Asset on the Platform includes a margin or “spread” between the price quoted to you and the price at which Uphold may execute any underlying transaction, the quoted buy price may not be the same as the sell price at any given time. You agree, as a condition of using the Platform, to accept the price displayed and offered to you on the Platform as the sole conversion metric. You have no obligation to accept the offered buy or sell price for Assets on the Platform. Uphold may change the spread in its sole discretion.

    3.2

    Notwithstanding the above, we may charge a conversion or exchange fee for some transactions and will display any such fee before you initiate a conversion or exchange. If we confirm your transfer of one type of Value to another, you agree to the posted exchange rate for that conversion. Such fees are listed here.

    3.3

    We may charge a fee for adding and removing Value to cover applicable bank, wire or other fees. We will display any applicable fees for adding or removing Value prior to you completing the transaction. We will not process a transaction if the fee exceeds the value of your transaction. In addition, your bank or card issuer may charge fees for a given transaction. We will display any applicable fees for adding or removing Value prior to you completing the transaction. Current fees are located here.

    3.4

    Any fees posted on here may not apply to certain high volume and/or institutional or business customers with whom we require a separate agreement.

  • 4.
    Third-party data and quotes

    4.1

    We do not make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes.

    4.2

    We may provide you information regarding the Value in any sub-account based on the price at the close of the latest market day. The data is for informational purposes only and does not 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.

  • 5.
    Other matters

    5.1

    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. This Agreement shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations.

    5.2

    Unless otherwise agreed in writing, this Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and of every nature between and among you and us. If you are a developer, you additionally agree to our Developer Agreement.

    5.3

    This Agreement, 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 attempted 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.

    5.4

    If any provision of this Agreement 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.

    5.5

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

    5.6

    Any translation or summary of the Platform, this Agreement and/or policies is provided solely as a convenience and is not intended to modify the Platform, this Agreement, and/or any policies. You agree that the English version of the Platform, this Agreement and policies will control in the event of any conflict between the English versions of the Platform, this Agreement and/or policies and any translated versions of the same.

    5.7

    You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and us except to the extent governed by U.S. federal law. You consent and submit to the exclusive jurisdiction of the courts (state and federal) located in the State of New York, County of New York in connection with any dispute or controversy arising under or related to this Agreement, the Terms and Conditions or the subject matter hereof or thereof.

  • 6.
    State disclosures

    6.1

    For Tennessee Residents: Uphold is licensed by the Tennessee Department of Financial Institutions as a money transmitter. Please note that this license and the required surety bond do not cover the transmission of virtual currency. The Tennessee Department of Financial Institutions does not regulate virtual currency.

    6.2

    For Texas Residents: If you have a complaint, first contact the consumer assistance division of Uphold at [email protected]. If you still have an unresolved complaint regarding the company’s money transmission or currency exchange activity, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov.

    6.3

    See our State Disclosures page for a full list of state regulator contact information.