Uphold Earn Terms

POWERED BY DEFI PROTOCOLS.  UPHOLD ACTS SOLELY AT YOUR DIRECTION AND DOES NOT CONTROL OR MANAGE THE PROTOCOLS. ASSETS MOVE OFF THE UPHOLD PLATFORM AND ARE HELD WITHIN THE PROTOCOL'S SMART CONTRACTS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONCE MOVED UPHOLD NO LONGER HAS ANY RESPONSIBILITY OR LIABILITY FOR THESE ASSETS. RETURNS ARE VARIABLE AND NOT GUARANTEED. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. 

Geographic Restrictions Apply. 

Uphold Earn (“Uphold Earn”) is a program through which Uphold (as defined below) offers certain users (“Eligible Users”) access to decentralized, non-custodial, open-source lending protocols (the “Protocols” and each, a “Protocol”), through which the Eligible User can deposit assets (“Eligible Assets”) in order to potentially earn variable returns (“Returns”). 

These Terms and Conditions (these “Terms”) are incorporated by reference and supplement the User Agreement (“User Agreement”) between you and Uphold HQ Inc. (together with its affiliates, "Uphold ", "we" or "us") offered on the Uphold Platform. 

1. About Uphold Earn

In Uphold Earn, you agree to have Uphold deposit an amount of your Eligible Assets into a Protocol so that those Eligible Assets may be lent out by the Protocol to borrowers within the lending pool. When the borrowers pay interest on their loans, the Protocol pays you a share of that interest in exchange for you lending your Eligible Assets.  These are your Returns. 

Through Uphold Earn, you are instructing Uphold to transfer your Eligible Assets to a Protocol on your behalf. These Eligible Assets move off the Uphold Platform and are held within the Protocol's smart contracts. Once your Eligible Assets are sent, you will no longer have any claim to Uphold for those assets. Uphold does not control or manage the Protocols. Uphold is acting solely at your discretion in this process. 

All Returns are variable and not guaranteed. Returns are paid exclusively by the Protocols and vary based on Protocol performance. Uphold has no control over any Returns. Furthermore, Returns may include limited time incentives that are subject to change. The Protocol may also impose penalties based on network downtime or other offenses, which may result in the loss of your  Eligible Assets and non-payment of the applicable Returns by the Protocol. 

BY PARTICIPATING IN UPHOLD EARN, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• Uphold Has No Control Over Protocols. Uphold does not control or manage the Protocols. Once you instruct Uphold to deposit your Eligible Assets into a Protocol, neither Uphold nor any third party with whom Uphold has contracted to provide access to Uphold Earn (each, an “Uphold Partner”) has custody, possession or control over such Eligible Assets. Neither Uphold nor any Uphold Partner is responsible for any changes, security breaches or other incidents relating to such Protocols. There is no assurance that any Protocol will function as intended or maintain continued availability.

• Participation Is Voluntary And At Your Own Risk. You are depositing your Eligible Assets voluntarily and at your own discretion and risk. To the maximum extent permitted by applicable law, neither Uphold nor any Uphold Partner has any responsibility for any losses, including complete loss of your Eligible Assets, or any indirect, incidental, punitive, economic, or consequential damages, however caused. 

• Returns Are Variable And Not Guaranteed. All Returns are paid by the Protocols. Uphold does not control or guarantee the amount of Returns you will earn through Uphold Earn. Any Returns offered through Uphold Earn are variable and depend solely on Protocol performance activity and network activity. Returns may also include limited time incentives that are subject to change. Past performance does not guarantee future results. The significant fluctuation in digital asset pricing may affect your ability to receive any Returns. See “Price Manipulation Risks” and "Fluctuation In Prices” below. 

• You Have A Sufficient Understanding Of Potential Risks. Eligible Users must evaluate their technical understanding and risk tolerance before engaging with any DeFi Protocols or Uphold Earn. Users must have a sufficient understanding and accept the inherent risks associated with cryptographic tokens, distributed ledger technology, decentralized software systems and the use of or participation in decentralized finance (DeFi) protocols and related activities (See “Potential Risks” below) to participate in Uphold Earn. 
  
  

2. Eligibility

Uphold Earn is available to any natural person who:

• Is a legal resident of any jurisdiction in which Earn is available;

• Is a customer of Uphold in good standing at the time of enrollment; and

• Possesses the legal authority to agree to these Terms.

If an Eligible User has any questions about their access to Uphold Earn or these Terms, they should contact our customer support team.

3. Enrollment Process and Conditions

An Eligible User may apply to join Uphold Earn by clicking on any of the links promoted within the Platform and when prompted, clicking the affirmative consent box to participate in Uphold Earn. The Eligible User will then be prompted through the Platform to deposit their chosen amount of Eligible Assets into a Protocol.  

We may deny participation in Uphold Earn to any applicant in our sole discretion and without written notice.

Only individuals are eligible to join a Uphold Earn, and each individual may maintain only one active account in Uphold Earn. All accounts are individual accounts and no joint or shared accounts are permitted even if you reside within the same household. 

All Uphold Earn participants will be granted access to a dashboard (the “Dashboard”), accessible through their Uphold Account that, among other things, will allow Users to monitor their positions within Uphold Earn.

4. Uphold Earn Fees

Uphold, in its sole and absolute discretion, will determine the fees or commissions (if any) due and payable by users for their access to Uphold Earn (the “Fees”). 

We may at any time amend or modify any Fees at any time. To the extent permitted by law, any change in Fees will become effective upon delivery of notice through the Dashboard. 

For California residents, any change to Fees, to terms or conditions that have a material impact on digital financial asset business activity with you, or to the policies applicable to your Uphold Account will not take effect until at least fourteen (14) days after we provide notice of the change. Other amendments shall be effective at the time of posting.

5. Withdrawal from or Termination of Uphold Earn

You can withdraw your funds from Uphold Earn at any time, subject to market conditions, Protocol availability, applicable cooldown periods and your own open positions with the Protocol. A withdrawal of funds may be subject to gas fees that reduce your potential Rewards.

Except as otherwise expressly prohibited or limited by applicable laws or expressly provided herein, Uphold has the right to change, limit, suspend, modify, or cancel any aspect of Uphold Earn immediately, with or without notice. We may, among other things: (i) withdraw, limit, suspend, modify or cancel access to any Protocol or (ii) add qualifications, conditions or otherwise restrict the continued availability of any Protocol. 

We may also terminate Uphold Earn completely at any time, provided that we first return all remaining Eligible Assets to all active Users through a deposit into each active User’s respective Uphold Account. 

6. Potential Risks

Potential risks associated with blockchain protocols, and digital assets and the use of or participation in decentralized finance (DeFi) protocols and related activities, include, but are not limited to:

Risk Associated with Blockchain Protocols: As digital assets are based on blockchain protocols, any malfunction, breakdown or abandonment of the protocol or other technological difficulties may have a material adverse effect on or prevent access to or use of digital assets. 

These include, but are not limited, to the non-exhaustive list set out below:

• ineffectiveness of the informal groups of developers contributing to the Protocols;

• ineffectiveness of the network validators (“miners” or “block producers”) and/or of the consensus mechanisms to secure a blockchain network against confirmation of invalid transactions;

• disputes among the developers or validators;

• changes in the consensus or validation schemes that underlie a blockchain network, including, but not limited to, shifts between so-called “proof of work” and “proof of stake” schemes which negatively affect the blockchain network;

• the failure of cybersecurity controls or security breaches of a blockchain network;

• undiscovered technical flaws in a blockchain network;

• the development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems; 

• decrease in value of digital assets associated with a blockchain network; and

• infringement of intellectual property rights by a blockchain network’s participants.

Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the protocol may have an adverse effect on your deposited Assets, including causing the smart contracts to malfunction or function in an unexpected or unintended manner.

Regulatory actions could negatively impact the protocol or the development or deployment of decentralized finance (DeFi) strategies or smart contracts in various ways. In such a case, there is a risk that the Parties may need to pause or restructure the collaboration.

Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and protocols by rendering ineffective the consensus mechanism that underpins the protocol, which could result in the theft, loss or decreased utility of decentralized finance (DeFi) strategies or smart contracts. Smart contracts, blockchain application software and blockchain platform protocols are still in an early development stage and relatively unproven.

Unanticipated Risks: Cryptographic tokens and smart contracts are a relatively new and comparatively untested technology. There are risks that no one can reasonably anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.

Smart Contracts Risks: A “Smart Contract” is an open-source autonomous computerized algorithm capable of executing code to implement the terms of an agreement. Smart Contracts create a variety of new risks to users with no legal recourse, including, but not limited to, “Coding Errors” (where an error in the implementation of the Smart Contract causes financial loss to the users), “Rug Pulls” (where the smart contract developers intentionally create backdoors in the code to withdraw funds or cause other losses), “Governance Issues” (where the holders of the governance digital assets vote to take a decision which negatively affects the value of the funds in the smart contract), high “gas” fees (where the transaction fees to execute the smart contract climb to high levels due to demand), etc.

Each Decentralised Finance (DeFi) application and protocol holds its specific risks, which include:

• Liquidity risks (see also below Liquid Staking Risks).

• Risks related to the malfunctioning of algorithms.

• Other technical risks: the smart contracts not behaving as intended by the developers. It is very difficult to code error-free, so there is always some level of technical risk that exists, even after the code has been audited.

• Risk related to external information influencing how the smart contracts operate to the detriment of other users (for example, an oracle could provide malicious data, and an administrator could change a system parameter or governance procedures could be co-opted).

• Economic incentive failure risk: Many smart contract protocols, especially in the DeFi space, rely on economic incentives to encourage network participants to perform certain actions. These incentives could fail to encourage the right behavior or not be adequate enough, leading to other users being adversely impacted.

Immutable Transactions Risks: Blockchain is a chronologically ordered ledger of all validated transactions across certain digital asset networks. It is shared among users for each applicable digital asset network. Each “block” in the “chain” contains a confirmed transaction. Just as the blockchain creates a public record of certain digital asset network transactions, it also creates an immutable one. Transactions that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s digital assets, the transaction is not reversible. The blockchain may be susceptible to hacking or other attacks that seek to manipulate the ledger. Blockchains that are less established or not as widely used are typically more susceptible to these types of attacks.

Failure of Blockchain Projects: Blockchain technologies, digital assets, and digital asset sales are rapidly evolving areas from a regulatory, technology and utility perspective. Due to the technically complex nature of the blockchain networks and platforms created by new projects and companies, they may from time to time face unforeseeable and/or unresolvable difficulties. Accordingly, the development of the blockchain networks or platforms could fail, terminate or be delayed at any time for any reason (including, but not limited to, the lack of funds). Such development failure or termination may render the digital assets untransferable, reduced, with no utility or obsolete.

Open-Source Networks Risks: Open-source blockchain networks use a cryptographic protocol to govern the peer-to-peer interactions between computers. The code that sets forth the protocol is typically informally managed by a development team known as the core developers. Some of the inherent risks include:

• Core developers may propose amendments to a network’s source code through software upgrades that alter the protocols and software of the network and the properties of the underlying digital assets. To the extent that a significant majority of the users on a network install such software upgrade, the network would be subject to new protocols and software that may adversely affect its value;

• Core developers and contributors are generally not directly compensated for their contributions in maintaining and developing the network protocol. Consequently, there is a lack of financial incentive for developers to maintain or develop the blockchain network and the core developers may lack the resources to adequately address emerging issues with the protocol. Even if a protocol is currently supported by core developers, there can be no guarantee that such support will continue or be sufficient in the future;

• The source codes may contain bugs, defects, inconsistencies, flaws or errors, which may disable some functionality, create vulnerabilities or cause instability in the network.

Price Manipulation Risks: The number of digital assets traded for a given network and the number of venues available for trading may be very low, making the market price of the digital assets more easily manipulated. While the risk of market manipulation exists in connection with any markets, the risk may be greater for digital assets.

Fluctuation in Prices: The price of digital assets has fluctuated widely over the past few years and is likely to continue to experience significant price fluctuations. Digital asset markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations. The global market for digital assets is characterized by supply and demand constraints that generally are not present in the markets for commodities or other assets such as gold and silver. There is no assurance that digital assets will maintain their long-term value in terms of future purchasing power or that the acceptance of digital asset payments by mainstream retail merchants and commercial businesses will continue to grow.

Loss of Private Keys: A private key, or a combination of private keys, is necessary to control and dispose of digital assets stored in digital wallets or vaults. Accordingly, loss of requisite private key(s) associated with these digital wallets or vaults will result in the loss of such digital assets, and the private key will not be capable of being restored by the network.

Malicious Actors: If a malicious actor or botnet obtains control of more than fifty percent (50%) of the processing power on a network, such actor or botnet could manipulate the network. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on a network, it may be able to alter the blockchain on which the network and most transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions. The malicious actor could “double-spend” its own digital assets and prevent the confirmation of other users’ transactions. To the extent that such a malicious actor or botnet did not yield its control of the processing power on the network or the community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Cryptographic Protection: Cryptography is evolving, and security, in general, cannot be guaranteed to exist at all times. Advancement in cryptography technologies and techniques, including, but not limited to, code-cracking, hacking and the development of artificial intelligence or quantum computers, could be identified as risks to all cryptography-based systems, including digital assets themselves. When such technologies or techniques are applied, adverse outcomes such as theft, loss, disappearance, destruction, devaluation or other compromises of digital assets may result. Hackers or other malicious groups or organizations may attempt to interfere with the digital assets in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Further, many networks rely on open-source software and un-permissioned distributed ledgers. Accordingly, anyone may intentionally or unintentionally compromise the core infrastructural elements of a network and its underlying technologies. Consequently, such compromise may result in the loss of digital assets. Therefore, the security of digital assets cannot be guaranteed, due to the unpredictability of cryptography or security innovations or interference by hackers or other malicious groups or organizations.

Risks of Participation in Decentralized Finance (DeFi) Protocols and Related Activities: Participation in decentralized finance (DeFi) protocols, applications, or activities involves additional and distinct risks from those associated with holding or transacting in digital assets. DeFi systems are often experimental, open-source, and highly composable, meaning that the functioning of one protocol can depend on the reliability or integrity of others. Failures or vulnerabilities in any component protocol, liquidity pool, or integration partner may have cascading effects on users’ positions or digital assets.

Users of DeFi should be aware of the following non-exhaustive risks specific to DeFi participation:

• Protocol Interdependence and Composability Risk: DeFi protocols frequently interact with other smart contracts or liquidity sources. A malfunction, exploit, or change in one linked protocol may adversely affect the performance or security of another.

• Governance and Administrative Risks: DeFi protocols may rely on decentralized or community-based governance mechanisms. Decisions by governance token holders or administrators, such as contract upgrades, parameter changes, or fee adjustments, may negatively impact users or result in loss of value.

• Liquidity and Market Depth Risks: Liquidity in DeFi protocols can be volatile and dependent on market incentives. Sharp withdrawal activity or the removal of liquidity providers can lead to slippage, loss of access, or inability to unwind positions at expected values.

• Third-Party Integration Risks: Interfaces, wallets, data oracles, and analytic tools used to access DeFi protocols may be operated by unaffiliated third parties. Any security failure, data inaccuracy, or interruption in these tools may result in financial loss or transaction failure.

• Automated Liquidation and Slashing Risks: Certain DeFi mechanisms employ automatic liquidation or slashing logic triggered by on-chain conditions or oracle data. Users may lose part or all of their contributed assets due to automated actions without prior notice or recourse.

• Regulatory and Jurisdictional Risks: DeFi protocols may operate without a defined legal entity or clear regulatory framework. Regulatory developments could impact the ability to access, use, or continue supporting DeFi activities, and may require changes to participation models or user interfaces.
  
  

7. Uphold Earn Disclaimers and  Limitations of Liability

NEITHER UPHOLD NOR ANY UPHOLD PARTNER MAKES ANY WARRANTIES OR REPRESENTATIONS AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PROTOCOLS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, OR NON-INFRINGEMENT. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND YOU HEREBY WAIVE AND RELEASE UPHOLD AND ITS AFFILIATES AND UPHOLD PARTNERS FROM ALL SUCH WARRANTIES.  

NONE OF THE ACTIVITIES, SERVICES, OR DELIVERABLES CONTEMPLATED, PERFORMED, OR MADE AVAILABLE THROUGH UPHOLD EARN, INCLUDING, WITHOUT LIMITATION, THE PROVISION OF ACCESS TO PROTOCOLS SHALL BE DEEMED TO CONSTITUTE, OR BE INTENDED TO CONSTITUTE, ANY FORM OF FINANCIAL SERVICE, FINANCIAL PRODUCT, INVESTMENT SERVICE, OR INVESTMENT ACTIVITY.

NEITHER UPHOLD NOR ANY UPHOLD PARTNER GUARANTEES ANY PERFORMANCE OR OUTCOMES, NOR DOES UPHOLD OR ANY UPHOLD PARTNER ASSUME ANY FIDUCIARY OR CUSTODIAL DUTIES. NEITHER UPHOLD NOR ANY UPHOLD PARTNER SHOULD BE RELIED UPON FOR ANY FINANCIAL DECISION OR EXPECTATION OF RETURN.  NEITHER UPHOLD NOR ANY UPHOLD PARTNER GUARANTEES THAT YOUR PARTICIPATION IN UPHOLD EARN WILL GENERATE ANY POSITIVE RETURNS OR BENEFITS TO YOU WHATSOEVER.

UPHOLD ALSO DOES NOT GUARANTEE THAT UPHOLD EARN OR ACCESS TO ANY PARTICULAR PROTOCOL WILL REMAIN AVAILABLE ON A CONTINUOUS BASIS OR FOR ANY PERIOD OF TIME FOR ANY USER IN ANY LOCATION. 

NEITHER UPHOLD NOR ANY UPHOLD PARTNER PROVIDES ANY LEGAL, TAX, ACCOUNTING, SECURITY, INVESTMENT, PORTFOLIO OR ASSET MANAGEMENT, OR ANY OTHER REGULATED FINANCIAL SERVICES UNDER APPLICABLE LAW. 

UPHOLD EARN IS PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW,  NEITHER UPHOLD NOR ANY UPHOLD PARTNER HAS ANY LIABILITY OR RESPONSIBILITY FOR AND EXPRESSLY DISCLAIMS ANY LOSS, LIABILITY OR DAMAGE THAT USERS MAY INCUR DIRECTLY OR INDIRECTLY IN CONNECTION WITH THEIR PARTICIPATION IN UPHOLD EARN, INCLUDING COMPLETE LOSS OF ASSETS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, ECONOMIC, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED.

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.

FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE IN ADDITION TO, AND NOT IN PLACE OF, THOSE SET FORTH IN YOUR USER AGREEMENT.

8. Additional Disclaimers Required by Sentora

Uphold Partner, Sentora Digital FV No.7 (BVI) Ltd (“Sentora”), requires that Uphold include the below additional disclaimers that relate in instances where Uphold Earn incorporates Sentora strategies:

THE STRATEGIES MADE AVAILABLE BY SENTORA AS PART OF UPHOLD EARN ARE PROVIDED SOLELY AS AUTOMATED, NON-CUSTODIAL SMART-CONTRACT FUNCTIONS AND DO NOT CONSTITUTE FINANCIAL PRODUCTS, INVESTMENT MANAGEMENT, OR ADVISORY SERVICES. SENTORA DOES NOT GUARANTEE ANY PERFORMANCE OR OUTCOMES, DOES NOT ASSUME ANY FIDUCIARY OR CUSTODIAL DUTIES, AND SHOULD NOT BE RELIED UPON FOR ANY FINANCIAL DECISION OR EXPECTATION OF RETURN. SENTORA PROVIDES ONLY TECHNICAL AND ALGORITHMIC FUNCTIONALITY AND DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, SECURITY, INVESTMENT, PORTFOLIO OR ASSET MANAGEMENT, OR ANY OTHER REGULATED FINANCIAL SERVICES UNDER APPLICABLE LAW. AT NO TIME SHALL SENTORA HAVE CUSTODY, POSSESSION, OR CONTROL OVER ANY DIGITAL ASSETS OR OTHER ASSETS IN UPHOLD EARN. UPHOLD EARN OPERATES THROUGH DECENTRALIZED FINANCE (DEFI) PROTOCOLS, AND SENTORA IS NOT RESPONSIBLE FOR ANY CHANGES, SECURITY BREACHES, OR OTHER INCIDENTS RELATING TO SUCH PROTOCOLS. USERS DEPOSIT DIGITAL ASSETS VOLUNTARILY AND AT THEIR OWN RISK, ACKNOWLEDGE ALL RISKS ASSOCIATED WITH DIGITAL ASSETS, AND AGREE THAT SENTORA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES, INCLUDING COMPLETE LOSS OF ASSETS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, ECONOMIC, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED.