Terms and Conditions

Last Updated: November 10, 2023

This is an agreement between Uplink Labs, Inc. (“Uplink”, “we”, “us”, or “our”) and you (together with Uplink, the “Parties” and each a “Party”). By using the Uplink website (the “Site”) and any services available within the Site, including, without limitation our software and cloud services (collectively the “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained herein (the "User Agreement"), as well as our Privacy Policy.

We offer a wide range of Services, and additional terms may apply. When you use a Uplink service, you will also be subject to the guidelines, terms, and agreements applicable to that particular service (the "Service Terms").

ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.

1. General Use

1.1 Eligibility. By using our Services and entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Privacy Policy and Service Terms when applicable.

1.2 Modification. We may change the terms of this User Agreement at any time. Any such changes shall take effect when posted on the Site, or when you use the Services. Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement.

2. Compliance with Applicable Law

Your relationship with Uplink and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (the “Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.

3. Accessing the Services

3.1 Limited License. We grant you a personal, limited, non-exclusive, revocable, non-transferable, non-assignable license to access and use the Services and the Site solely in accordance with the terms of this User Agreement.

3.2 Credentials. You may be able to access certain Services with unique login credentials, which may only be used by you. You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Uplink shall not be held responsible (and you shall not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer. We may deactivate your login credentials for any suspected unauthorized use of any misuse of the Services.

3.3 Communications. Any and all communications from Uplink may be provided to you via electronic mail at the address you provided when accessing the Services. Uplink shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of Services so long as such notice is provided to such email address.

3.4 Termination. We may close, terminate, enable, or disable any or all of the Services or your access to the Services at any time and for any reason.

4. Your Privacy

Our Privacy Policy explains how we collect, use and share your personal information. By using the Services, you agree to our collection, use and sharing of personal information as set forth therein.

5. General Provisions

5.1 Intellectual Property.

5.1.1 Unless otherwise indicated by us, all intellectual property rights, including, without limitation, trademarks, copyrights, and patents, and any content provided in connection with the Site or the Services, are the property of Uplink or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Site or the Services.

5.1.2 You accept and acknowledge that the material and content contained in or delivered by the Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Site or the Services as set forth in this Agreement.

5.1.3 You further acknowledge that any other use of content from the Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Site or the Services on any copy you make of the material but failing to do so shall not prejudice Uplink's intellectual property rights therein.

5.1.4 You may not sell or modify materials derived or created from the Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Site or the Services without our express, written permission.

5.1.5 Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by Uplink in full.

5.2 Accuracy of Information. Uplink endeavors to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility. We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.

5.3 Third Party Services and Content. In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk. By clicking on the link to any third party sites and using those sites you are subject to the Terms and Conditions and Privacy Policies of those third party sites.

6. Representations, Warranties, Indemnification, and Limitations of Liability

6.1 Acceptable Use of Uplink Services. When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you shall not:

a. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;

b. use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;

c. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;

d. use or attempt to use another person's credentials without authorization;

e. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

f. introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;

g. develop any third-party applications that interact with our Services without our prior written consent;

h. provide false, inaccurate, or misleading information; or

i. encourage or induce any other person to engage in any of the activities prohibited under this Section.

6.2 Disclaimer of Warranties. UPLINK DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY UPLINK ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT UPLINK MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT UPLINK'S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF UPLINK OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

6.3 Limitation of Liability. IN NO EVENT SHALL UPLINK, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UPLINK HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN ALL INSTANCES, EXCEPT WHERE PROHIBITED BY LAW, OUR DAMAGES SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT.

WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

6.4 Indemnification. You agree to indemnify and hold harmless Uplink, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to: (a) your use of the Site or Services; (b) breach of this User Agreement or any other policy; (c) feedback or submissions you provide; (d) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify Uplink for claims or losses arising out of Uplink's gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this User Agreement.

Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.

7. Miscellaneous

7.1 Force Majeure. If by reason in whole or in part of any Force Majeure Event, either you or Uplink is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or Uplink by reason thereof. “Force Majeure Event” means any event beyond the party's reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, pandemic or epidemic, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.

7.2 Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Uplink is not responsible for determining whether taxes apply to your use of the Services or for collecting, reporting, withholding, or remitting any taxes arising from any virtual currency transactions.

7.3 Severability, Reformation. In the event that any provision of this User Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.

7.4 Assignment. This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of Uplink, which may be withheld in Uplink's sole discretion. We may assign rights or delegate duties, in whole or in part, under this User Agreement in our sole discretion.

7.5 Relationship of the Parties. Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Uplink are independent contractors for purposes of this User Agreement.

7.6 Entire Agreement. This User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and Uplink or Uplink personnel shall only amend or become part of this User Agreement by way of a written amendment specifically referencing the last updated date and name of this User Agreement.

7.7 Contact Information. You may contact Uplink via email at hi@uplink.xyz

7.8 No Partnership; Headings; Drafting. Nothing hereunder will constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor will anything hereunder constitute either party as the agent or representative of the other. Headings are for convenience. No presumption is to operate in either party's favor as a result of who drafted this Agreement. For purposes of this Agreement, the words &qout;include,&qout;, &qout;includes&qout; and &qout;including&qout; are deemed to be followed by the words &qout;without limitation,&qout; and the word &qout;or&qout; is not exclusive.

8 Confidentiality. If the exchange of confidential information between you and Uplink is already governed by a Non-Disclosure Agreement between the parties (the &qout;NDA&qout;), the terms of such NDA will govern all Confidential Information exchanged between you and us pursuant to this Agreement. If no such NDA is in place, then you shall (a) use and copy the Confidential Information only for purposes of performing your obligations under this Agreement, (b) hold the Confidential Information in strict confidence, and (c) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as you protect and safeguard your own confidential information (but not using less than a reasonable degree of care). You may only disclose that portion of the Confidential Information which, in the judgment of your counsel, you are required to disclose by law, by regulation, or pursuant to the order or requirement of a court, administrative agency or other governmental body with proper jurisdiction; provided that you notify us at a reasonable time prior to making such disclosure and cooperate with our efforts to seek a protective order or otherwise prevent or restrict such disclosure. &qout;Confidential Information&qout; means all information disclosed by us that is designated, at the time of disclosure, as confidential or that is of a nature that would reasonably be considered confidential, and does not include information that you can show (i) is known publicly through no breach of this Agreement, (ii) was in your possession free of any obligation of confidence at the time of disclosure, (iii) was received from a third party free to disclose such information without restriction, or (iv) was independently developed without using or referring to the our Confidential Information or breaching this Agreement. Uplink's Confidential Information includes without limitation all information relating to the Services.

8. Dispute Resolution

This Agreement is governed by the laws of the State of New York, applicable to contracts entered into and wholly performed in the State of New York, without regard to conflict of laws principles. Any disputes between you and us arising from your use of the Site or the Services (whether arising out of contract, tort, statute or any other manner) shall be resolved in the courts (State and Federal) of the State of New York, located in New York County, which shall have exclusive jurisdiction over such matters. You agree to submit to the jurisdiction of the State of New York and will not assert any defense thereto, including, without limitation, that New York is an inconvenient forum.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT.

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. YOU FURTHER AGREE TO EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.

9. Feedback

Uplink strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission shall be subject to this User Agreement.

Under no circumstances shall disclosure of any idea or feedback, or any related material to Uplink be subject to any obligation of confidentiality or expectation of compensation.

By submitting an idea or feedback or any related material that would be subject to intellectual property rights (the Work) to Uplink, you grant to Uplink, with respect to the Work submitted, a non-exclusive, perpetual, global, royalty-free license to use all of the content of such ideas and feedback, for any purpose whatsoever.

By submitting Work, you are waiving any moral rights to the fullest extent permitted under law that you may have in the Work and are representing and warranting to Uplink that the Work originated with you, no one else has any rights in the Work, and that Uplink is free of any royalty to implement the Work and to use the related material if so desired, as provided or modified by Uplink, without obtaining permission or license from any third party We may sub-license in any way all Work and material you have submitted to Uplink.