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Terms and Conditions

Modified: July 20, 2023

DISCLAIMER: THE VALUE OF NFTS AND DIGITAL REWARDS ARE DERIVED FROM SUPPLY AND DEMAND IN THE GLOBAL MARKETPLACE, WHICH CAN RISE OR FALL INDEPENDENT OF ANY GOVERNMENT CURRENCY. HOLDING NFTS AND DIGITAL REWARDS CARRIES EXCHANGE RATE AND OTHER TYPES OF RISK. THE VALUE OF NFTS AND DIGITAL REWARDS MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE TRADITIONAL GOVERNMENT CURRENCY FOR DIGITAL REWARDS, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR DIGITAL REWARD SHOULD THE MARKET DISAPPEAR. THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE AND VALUE OF NFTS AND DIGITAL REWARDS, RELATIVE TO GOVERNMENT CURRENCY, MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME. UPLEVLL DOES NOT AND CANNOT GUARANTEE OR WARRANT THE VALUE OF ANY NFT, DIGITAL REWARD OR BLOCKCHAIN, INCLUDING THE PIXLL BLOCKCHAIN AND PXL REWARD, AND EXPLICITLY WARNS THE USER THAT THERE IS NO REASON TO BELIEVE THAT ANY NFT, DIGITAL REWARD, OR BLOCKCHAIN REWARD WILL INCREASE IN VALUE AND THAT THEY MAY HOLD NO VALUE, DECREASE IN VALUE, OR ENTIRELY LOSE VALUE.

General Terms and Affirmation: These Terms and Conditions constitute the User Agreement and Terms of Service (hereafter the “Terms & Conditions” or this “Agreement”) between UPLEVLL and any person, customer, or entity (referred as the “User”, “You,” “Your,”) utilizing the website, https://uplevll.com hereafter the “Site”), PIXLL Blockchain, and any products, features and services provided thereon as defined below (“UPLEVLL Services”). These Terms & Conditions do not create any agency, partnership, or joint venture between UPLEVLL and User. By signing up for an account through UPLEVLL or any UPLEVLL owned websites, APIs, or mobile applications, the User has read and consents to these Terms & Conditions. The User also agrees to UPLEVLL ’s Privacy Policy. These Terms & Conditions may be amended and updated from time to time at the sole discretion of UPLEVLL . Revised versions will be considered effective as of the date and time posted on the UPLEVLL Site. Your access to or use of the UPLEVLL Services or Site indicates your acceptance of these Terms & Conditions. You are agreeing to use the Site and the UPLEVLL Services at your own risk.

Terms found in this Agreement that relate to the UPLEVLL Services or UPLEVLL content, features, or functionality that are not available in your home jurisdiction are not applicable to you unless and until they become available to you. Certain UPLEVLL Services available to you in your home jurisdiction may not be available to you when traveling outside of your home jurisdiction.

USER AFFIRMS HE/SHE IS OVER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE THE USER RESIDES IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, AS THE BUMP WALLET AND UPLEVLL SERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 18 OR THOSE THAT HAVE NOT REACHED THE AGE OF MAJORITY.

1. UPLEVLL SERVICES.

PIXLL Blockchain is a decentralized distributed application on a blockchain network, using smart contracts (each a “Smart Contract”) to enable its Users to own, buy, sell, transfer, and share unique digital rewards that can be visualized on the Site through the BUMP Wallet. To use the UPLEVLL Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (depending on the Service). The UPLEVLL Services’ performance may be affected by these factors.

1.1 PIXLL Node. PIXLL Node is a computer software and/or hardware system connected to the PIXLL Blockchain. The PIXLL Node supports blockchain work by maintaining the cryptography and confirming transactions on the PIXLL Blockchain. It is foreseeable that at the option of the User, the PIXLL Node may be recommissioned by the User to support other blockchains or other technologies. Used herein, “PIXLL Node” may represent either the node itself or a license the User obtains to run the node. The PIXLL Nodes when combined form the “PIXLL Node Network.”

1.2 PIXLL Blockchain. The PIXLL Blockchain allows each User to store digital rewards, and other attributes on the PIXLL Blockchain public ledger that allows for decentralized, immutable record of ownership. When a User purchases, earns, or receives any digital reward through the Smart Contract process, the User owns completely and outright the digital reward.

1.3 PXL Reward. Each User of any service on the PIXLL Blockchain and associated PIXLL Node may be able to earn the PXL Reward. The PXL Reward is a digital reward and not a security token. The UPLEVLL Services and Site are not being offered to investors and there is no Initial Coin Offering (ICO) to promote PIXLL. Like BTC (which is the digital reward generated from the Bitcoin Blockchain), PXL is created through a unique blockchain protocol. Although PXL Reward may one day have market adoption, its utility may reside solely within the PIXLL Blockchain, and may or may not have value.

1.4 BUMP Wallet

1.4.1. UPLEVLL will provide each User with a BUMP Wallet to serve as the User’s wallet. UPLEVLLwill never take custody or control over any digital rewards stored in a User’s BUMP Wallet. The BUMP Wallet does not store, send or receive any NFT or digital reward, but such transactions occur directly on the PIXLL Blockchain or other supported blockchains. Instead of the BUMP Wallet, the User may use any compatible digital app or wallet provided by a third-party company that safely connects to the PIXLL Blockchain. A User may be able to use the BUMP Wallet or other compatible wallet to send and receive digital rewards with other users of the PIXLL Blockchain. PIXLL does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). BUMP Wallet is not a custodian, exchange or money transmitter.

1.4.2. When a User creates a BUMP Wallet, the PIXLL Blockchain software generates a cryptographic private key and public key pair that the User must use to send and receive any digital reward supported on the PIXLL Blockchain. The User is solely responsible for storing and keeping secret, outside of PIXLL’s Services, a backup of any User’s BUMP Wallet credentials, private key(s), passwords, and transaction information that the User maintains in the BUMP Wallet or otherwise with the UPLEVLL Services. It is recommended that User backup its BUMP Wallet. If the User does not backup the BUMP Wallet, the User may not be able to access the BUMP Wallet in the event that UPLEVLL discontinues some or all of the UPLEVLL Services. Any digital reward a User has stored within its BUMP Wallet may become inaccessible if the User does not know or keep secret its BUMP Wallet keys and passwords. UPLEVLL does not receive or store a User’s app passwords, PIN, keys, network addresses or transaction history. UPLEVLL cannot assist any User with app password or key retrieval. Any third party with knowledge of one or more of a User’s credentials (including, without limitation, a backup phrase, app identifier, password, or keys) can dispose of the Digital reward in the User’s app.

1.4.3. For a transaction to be validated on the PIXLL Blockchain, any UPLEVLL Transaction through the BUMP Wallet must be confirmed and recorded in the distributed ledger associated with the PIXLL Blockchain. The PIXLL Blockchain is a decentralized, peer-to-peer network supported by the users of the PIXLL Blockchain, which is not owned, controlled or operated by PIXLL.

1.4.4. UPLEVLL has no control over digital rewards generated through the PIXLL Blockchain, and cannot ensure that any transaction details a User submits via the UPLEVLL Services and BUMP Wallet will be confirmed or processed on the PIXLL Blockchain. The User agrees and understands that the transaction details submitted by the User via the UPLEVLL Services and BUMP Wallet may not be completed or may be delayed by the PIXLL Blockchain or any supporting blockchain used to process the transaction. UPLEVLL does not guarantee that the BUMP Wallet can transfer title or right in any NFT or digital reward, and UPLEVLL makes no warranties of title of any kind. Once transaction details have been submitted to the PIXLL Blockchain, UPLEVLL cannot assist the User to cancel or otherwise modify such transaction or details.

1.4.5. In the event of a fork of the PIXLL Blockchain or any other supported blockchain, UPLEVLL may not be able to support the User’s activity related to PXL or any other supported NFT or digital reward. The User agrees and understands that in the event of a fork of the PIXLL Blockchain, any transaction associated with the BUMP Wallet or UPLEVLL Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. UPLEVLL is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork of the PIXLL Blockchain.

1.4.6. UPLEVLL does not currently charge a fee for the BUMP Wallet, receiving, sending, or storing NFT and digital rewards. However, UPLEVLL reserves the right to do so in the future, and in such case any applicable fees will be displayed prior to the User incurring such fee. Notwithstanding, the PIXLL Blockchain may have Blockchain Transaction Fees required to transact digital reward transactions through the PIXLL Blockchain. UPLEVLL may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on the PIXLL Blockchain. UPLEVLL will neither advance nor fund any Blockchain Transaction Fee on any User’s behalf, nor be responsible for any excess or insufficient fee calculation.

1.4.7 The User shall be responsible for all activities that occur through the BUMP WALLET and accepts all risks of any authorized or unauthorized access to the BUMP Wallet, to the maximum extent permitted by law. The User represents and warrants that the User is familiar with and accepts the risks associated with digital apps and private keys, including the risks described herein.

1.4.8. From time to time, there may be programs in place to allow User to receive a reward, in the form of PXL Reward, NFT, or otherwise, based on actions taken by the User, whether it be by referral or other program in place at the time (“Additional Rewards”). User understands that UPLEVLL makes no representations or warrants regarding the Additional Rewards. Notwithstanding or limiting the foregoing, UPLEVLL further makes no representations or warrants surrounding the operation of any UPLEVLL Services or that said UPLEVLL Services/Additional Rewards will be error-free or uninterrupted. User accepts the sole responsibility for taking any and all actions to obtain any Additional Rewards, and holds UPLEVLL harmless for any opportunity cost or losses that occur as a result of the non-receipt of anticipated Additional Rewards, monetary or otherwise.

2. PAYMENT TERMS.

You can use the UPLEVLL Services for free or for a charge, either of which is a “UPLEVLL Transaction.” Each UPLEVLL Transaction is an electronic contract between you and UPLEVLL and/or you and the entity providing the UPLEVLL Service as contracted by UPLEVLL. UPLEVLL will charge your selected payment method for any UPLEVLL Transaction that requires payment. If your chosen payment method cannot be charged for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and we may attempt to charge you again or request that you provide another payment method. Unless otherwise provided, all UPLEVLL Transactions are non-refundable and final.

2.1. Annual License and Monthly Service Fees.
The User shall pay a one-time PIXLL Node license fee and the then-current monthly service fee(s) for UPLEVLL Services. UPLEVLL or any of its affiliates or third parties may be the party that sells the software or hardware for any PIXLL Node.

2.2. Software License.

The User may be required to enter into a software license agreement with UPLEVLL or any third party for the use of any required software for each PIXLL Node. The User shall pay all associated software license fees.

2.3. Maintenance and Hosting Fees.

UPLEVLL does not maintain or host any PIXLL Node, but may refer the User to one or more third-party hosting companies that may or may not be affiliated with PIXLL. If the User elects and is part of a separate hosting agreement, the User may be required to pay certain data center operations, maintenance and power fees (“Maintenance Fees”). These Maintenance Fees may be deducted from the User’s digital rewards or PXL Reward with the consent of PIXLL, at PIXLL’s discretion. Users are responsible for any reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by User resulting or arising out of the User’s election to use a third-party hosting company.

2.4. Blockchain Transaction Fees.

The delivery and receipt of any of the User’s digital rewards through the BUMP Wallet may be subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain. Any withdrawal or transfer of the User’s digital rewards may be subject to Blockchain Transaction Fees.

2.5. Other Third-Party Fees.

Certain digital apps, app addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for satisfying any such fee(s). The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.

2.6. Taxes.

The User is responsible for any taxes, and the User will pay for UPLEVLL Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to PIXLL, the User must provide UPLEVLL with an official tax receipt or other qualified documentation to support such withholding, including value added tax (“VAT”), if applicable. The User will be liable to pay (or reimburse UPLEVLL) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay UPLEVLL for all taxes and governmental fees UPLEVLL is required to collect or pay upon sale or delivery of UPLEVLL Services.

POTENTIAL USERS OF NFTS, DIGITAL REWARDS, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, OR OTHER USE OF DIGITAL REWARDS. USER IS SOLELY RESPONSIBLE FOR THE PAYMENT OF ANY APPLICABLE TAXES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, OR OTHER USE OF NFTS, DIGITAL REWARDS, OR VIRTUAL CURRENCIES.

3, USER OBLIGATIONS

3.1. Registration

(A) To use the UPLEVLL Services, you will need to register an account through our Site. During the registration process, we will ask you for certain information, including but not limited to, your name, address and other personal information to verify your identity. We may, in our sole and absolute discretion, refuse to maintain an account for you. You hereby accept and acknowledge that you: (a) are of legal age in your respective jurisdiction to agree to this Agreement; and (b) have not previously been suspended or removed from using the UPLEVLL Services.

(B) By using your account, you agree and represent that you will use the UPLEVLL Services for yourself and you may not use your account to act as an intermediary or broker for any other third party, person or entity. Unless expressly authorized by PIXLL, you are only allowed to have one account and are not allowed to sell, borrow, share or otherwise make available your account or any detail necessary to access your account to people or entities other than yourself. You are solely responsible and liable for maintaining adequate security and control of any and all usernames, email addresses, passwords, two-factor authentication codes or any other codes or credentials that you use to access the UPLEVLL Services. Your account must not contain misleading or fraudulent information. Creating false information for your account, falsifying your country of origin or providing fraudulent identification documents is strictly prohibited.

(C) During the registration of your account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the UPLEVLL Services, which procedures may be modified as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, social security number, taxpayer identification number, and a government identification. In providing us with this or any other information that may be required, you confirm that all of the information is true, accurate and not misleading. You agree to promptly keep us updated if any of the information you provide changes. YOU AUTHORIZE US TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH THIRD PARTIES, THAT WE CONSIDER NECESSARY TO VERIFY YOUR IDENTITY OR PROTECT YOU AND/OR US AGAINST FRAUD OR OTHER FINANCIAL CRIME, AND TO TAKE ACTION WE DEEM NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES. WHEN WE CARRY OUT THESE INQUIRIES, YOU ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT REFERENCE AND FRAUD PREVENTION OR FINANCIAL CRIME AGENCIES AND THAT THESE AGENCIES MAY RESPOND TO OUR INQUIRIES IN FULL.

(D) To use the UPLEVLL Services you may need to fulfill certain legal obligations in your country and/or state of residence. By accepting these terms in this Agreement, you confirm that you have reviewed your local laws and regulations and that you are aware of, and fulfill, any and all such obligations. Due to legal or regulatory prohibitions, we do not offer the use of the UPLEVLL Services in certain jurisdictions. By accepting the terms in this Agreement, you confirm that you are not a resident or governed by the laws and regulations of those jurisdictions.

(E) We may not make all of the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain jurisdictions (“Restricted Jurisdictions”). At this time, Restricted Jurisdictions include jurisdictions subject to sanctions identified by the U.S. Department of the Treasury, Office of Foreign Asset Control. You must not attempt to use our Services if you are located in any of those Restricted Jurisdictions. You must not attempt to circumvent any restrictions imposed via the Services, such as by obscuring your IP address or submitting any inaccurate information regarding your location.

3.2 Software and Equipment Allocation.

The User is responsible for the allocation of the User’s software and equipment and selected optimization strategies and decisions. The User acknowledges that UPLEVLL is not responsible for the selection or timing of blockchain protocols, nor is UPLEVLL responsible for the protocols selected for use in connection with UPLEVLL Services. The User is solely responsible for these decisions. The User acknowledges that the node transactions on any blockchain may vary and will not be uniform across each PIXLL Node. The User acknowledges that the difficulty of mining may vary and will likely increase over time.

3.3. Log-in Credentials.

The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials on the BUMP Wallet and any other login for the UPLEVLL Services. Login credentials generated for the User by UPLEVLL are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person.

3.4. Blockchain Network Risk.

The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understands these risks may result in delay or failure to process transactions, failure to generate hash rate, and potentially high Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that UPLEVLL is not responsible for any diminished UPLEVLL Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, UPLEVLL may, at its sole discretion and upon notice to the User, make any adjustments to the UPLEVLL Services.

3.5. Blockchain Modification Risk.

The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User, and may fork the PIXLL Blockchain protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.

3.6 Proof-Of-Work Replacement Risk

In addition to blockchain modification risk, blockchain contributors may also modify the cryptographic verification process such that the blockchains can no longer be verified through Proof-of-Work and instead adopt Proof-of-Stake methodologies. The User accepts and acknowledges such risk and shall allocate the User’s hash rate to other available blockchains and mining processes that use Proof-of-Work methodologies. The User further acknowledges that certain blockchain algorithms have no alternative blockchain applications that support Proof-of-Work mining and any such switch from Proof-of-Work to Proof-of-Stake would result in no applicable use of the User’s hash rate.

3.7. Trade Compliance.

User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. Further, User represents and warrants that it is currently in compliance with and shall at all times during the term of this agreement remain in compliance with the regulations of the United States Office of Foreign Assets Control (“OFAC”), including those named on OFAC’s Specially Designated and Blocked Persons List, and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. Specifically, User shall not engage in business, sell to, or form a business relationship on behalf of others or for itself with any individual or country in contravention or violation of the aforementioned rules, laws, and regulations. The User warrants that it is not named on any OFAC Blocked Persons List or resides in any country or territory sanctioned by OFAC. The User shall indemnify and hold harmless UPLEVLL against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section. If you do not reside in a jurisdiction located in the European Union or the United States, you hereby agree that any dispute or claim arising from this section of the Agreement shall be governed by the applicable law set forth in this section, without regard to any conflict of law provisions, and hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in section entitled “Governing Law” of this Agreement.

3.8 Anti-Bribery

User acknowledges that its activities under this Agreement may be subject to United States and other anti-bribery and corruption legislation around the world (including without limitations, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). User warrants that it has not and undertakes and agrees that it shall not, in connection with this Agreement, make or promise to make any payment or transfer of anything of value, directly, or indirectly, to:

1. any governmental official or employee (including employees of government-owned or state-controlled corporations and employees of public international organizations);

2. any political party, official or candidate; any intermediary for payment to any of the foregoing; or

3. to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States of America.

4. User acknowledges and agrees that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. The User shall indemnify and hold harmless UPLEVLL against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.

Any User that suspects any instance or allegation of violation of this section shall immediately report such instance to UPLEVLL and to the proper authorities.

3.9 Intellectual Property Restrictions.

User acknowledges and agrees that PIXLL, any developer, or third party contract provider (or, as applicable, any licensors) owns all legal right, title and interest in and to all Pixlls of the visual interfaces, graphics (including, without limitation, all art and drawings associated with the), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other Pixlls of any content provided on the Site, BUMP Wallet, or PIXLL Blockchain (“Works”)and all copyrights, trade dress, patents, and trademarks, trade secrets other proprietary rights (“Intellectual Property”) therein.. All such Works and Intellectual Property are the property of its owners or licensors. Except as expressly set forth herein, the use of the UPLEVLL Services and BUMP Wallet does not grant User any ownership of or any other rights with respect to such Works, content or Intellectual Property that you may access on or through the BUMP Wallet.

3.10 Responsibility for Conduct.

User takes responsibility for all activities that occur under its BUMP Wallet and for its use of the UPLEVLL Services, and User accepts all risks of any authorized or unauthorized access to its BUMP Wallet, to the maximum extent permitted by law. User represents and warrants that the User is familiar with and accepts the risks associated with digital Apps and private keys, including the risks described herein. User is solely responsible for its own conduct while accessing or using the UPLEVLL Services or BUMP Wallet, and for any consequences thereof. User agrees to use the UPLEVLL Services, BUMP Wallet, and PIXLL Blockchain for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, User may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the UPLEVLL Services any content that infringes the intellectual proprietary rights of any party; (v) use the UPLEVLL Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of the BUMP Wallet or PIXLL Blockchain; (viii) exploit the UPLEVLL Services for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the UPLEVLL Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the BUMP Wallet or PIXLL Blockchain or any part of it; (xi) reformat or frame any portion of the BUMP Wallet; (xii) display any content on the BUMP Wallet or PIXLL Blockchain that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the BUMP Wallet or the content posted on the BUMP Wallet, or to collect information about its users for any unauthorized purpose; or (xiv) create user accounts by automated means or under false or fraudulent pretenses. The User shall indemnify and hold harmless UPLEVLL against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section. User is solely responsible for all damages and legal liability that he or she may incur.

3.11 Representations Made By User.

User acknowledges and agrees that the UPLEVLL Services, including but not limited to the PIXLL Node, ARE NOT being sold as an investment by or of UPLEVLL. THE USER UNDERSTANDS THAT ANY REPRESENTATIONS MADE BY THE USER AT ANY TIME THAT ANY OF THE UPLEVLL SERVICES ARE AN INVESTMENT IN PIXLL (OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IN GENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET UPLEVLL SERVICES IN COORDINATION WITH SUPPLYING USER’S REFERRAL LINK IS A DIRECT BREACH OF THE TERMS & CONDITIONS. A determination of same will be made at the sole discretion of PIXLL.

User further acknowledges that crypto assets are not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC) or any other public or private insurer, including against cyber theft or theft by other means. User understands that cryptocurrency activity is not a regulated activity in many states. User further acknowledges that the value of crypto assets can be extremely volatile and unpredictable, and subject to large fluctuations, which can result in significant losses in a short time, including possibly a loss of total value in the future.

3.12 PIXLL NODE REPRESENTATIONS

UPLEVLL and the User recognize that the SOLE AND ONLY purpose of the PIXLL Node is to support the PIXLL Node Ecosystem. Nothing contained in this Agreement, exhibit to this Agreement, or any representation made outside of this Agreement, conveys on the User any ownership interests in UPLEVLL or its subsidiaries, or interests otherwise in UPLEVLL (including, but not limited to voting rights in the PIXLL Blockchain), nor any expectation of profits from the efforts of UPLEVLL or its principals or subsidiaries. The User understands that while it may from time to time receive rewards in line with the distribution schedule of the PIXLL Node Ecosystem (“Distribution Rewards”) (subject to change), said reward is solely earned because of and as a direct result of work accomplished and performed by the User (e.g. work done by the PIXLL Node). The User recognizes that should the User never actually run the PIXLL Node, it will receive no rewards. UPLEVLL has no control of the method in which rewards are distributed to the PIXLL Node. It is anticipated that the PIXLL Node will be able to be sold or transferred in the future as NFTs, however, UPLEVLL cannot and does not warrant or represent that the resale value of the Nodes will be higher than the purchase price should this event occur, nor that it will be legally possible to do so. Further, UPLEVLL cannot and does not warrant or represent that there will ever be a resale value or capability of the PIXLL Node.

4. TERMINATION

4.1. General.

UPLEVLL may suspend or terminate the User’s right to access or use UPLEVLL Services immediately and without notice if: (i) UPLEVLL determines the User’s use of the UPLEVLL Services poses a security risk to UPLEVLL Services or any third party, could adversely impact Uplevll, UPLEVLL Services, PIXLL Blockchain or any other UPLEVLL users, could subject PIXLL, its affiliates, or any third party to liability, could be fraudulent or violates any law applicable to User or PIXLL; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the UPLEVLL Services; or (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

4.2. Effect of Suspension.

If UPLEVLL suspends the User’s right to access or use any portion or all of the UPLEVLL Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement or access to any results or rewards that may have occurred during the User’s suspension of the UPLEVLL Services. User agrees to pay any fee charged by UPLEVLL to reconnect the UPLEVLL Services.

4.3. Effect of Termination.

If UPLEVLL terminates the User’s right to access or use any portion or all of the UPLEVLL Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all fees owed to UPLEVLL incurred through the termination date.

DECENTRALIZED GOVERNANCE

5.1. Decentralized Advisory Board. The PIXLL Blockchain may have a decentralized advisory board that governs with decentralized voting such as on a blockchain.

5.2. Consensus Nodes. The PIXLL Blockchain has consensus Validator nodes, which are the nodes that approve and validate transactions and contribute to the security and stability of the network. Any User that owns a PIXLL Node involved in the consensus protocol associated with Validator nodes may be rewarded for work done to support the operation of the PIXLL Blockchain and be able to charge Blockchain Transaction Fees.

5.3. Community and Decentralized Innovation. The PIXLL Blockchain invites any person or entity throughout the world to contribute to the PIXLL Blockchain, including coders, application developers, marketers, advertisers, and service and maintenance providers. Accepted amendments, updates, and innovation from individuals or groups of the PIXLL Blockchain community may be rewarded from the PIXLL Blockchain rewards.

5.4 Changes to PIXLL Node Network.

UPLEVLL and User recognize that from time to time amendments will be made to the PIXLL Node Network distributed governance framework (DGF). UPLEVLL and User both specifically agree that UPLEVLL may, in the future, present the PIXLL Node Network with proposed amendments (the “Proposed Amendments”) that the Node Network will then vote on whether to implement or not (the “Governance Vote”). The User understands that the Proposed Amendments will be made at the discretion of UPLEVLL, and UPLEVLL owes the User no duty or obligation to make proposals in the User’s best interests. The User specifically understands that there may come a time when UPLEVLL or another User proposes an amendment that is (i) not in or (ii) in direct opposition to the User’s best interests, financial or otherwise (including, but not limited to a change in the distribution protocol ), and the User has no legal recourse against UPLEVLL or the other User should any Proposed Amendment be approved and implemented through the Governance Vote. The User’s only recourse is to vote against said Proposed Amendment. UPLEVLL and the User both agree that one such Proposed Amendment may be to change the specifications, including, but not limited to the internet connection, Random Access Memory, Central Processing Unit requirements, extra space, and any other requirements needed to run the PIXLL Nodes (the “Specifications”). UPLEVLL and User further agree that while the Specifications may be minimal on the effective date of this Agreement, this is subject to change through the Proposed Amendment and the Governance Vote. UPLEVLL does not and cannot represent or covenant that any rewards earned (financial or otherwise) for running a PIXLL Node are not subject to change.

6. PUBLICITY

The User is permitted to state publicly that it is a customer or user of UPLEVLL, consistent with any Trademark Guidelines which may be adopted by UPLEVLL from time to time. The User agrees to abide by the Privacy Policy.

7. REPRESENTATIONS AND WARRANTIES

Each User represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of UPLEVLL Services.

8. DISCLOSURES & RISKS

8.1 Notification. UPLEVLL notifies each User of certain disclosures and risks associated with blockchain NFT and digital rewards and their associated technology and protocols. UPLEVLL Services are not an investment product, and no action, notice, communication by any means, or omission by UPLEVLL shall be understood or interpreted as such. UPLEVLL has no influence whatsoever on the PIXLL Blockchain, the transactions and consensus protocols, or the NFTs or digital rewards, including the PXL Reward. Ownership of a BUMP Wallet or Node or the use of UPLEVLL Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or digital reward, including the PIXLL Blockchain or PXL Reward.

8.2 Digital Rewards. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation or any investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

8.3. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs, digital rewards, and blockchain rewards. The regulatory status of digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect digital assets, blockchain technology and its applications. Such changes could negatively impact the UPLEVLL Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. UPLEVLL may cease any distribution of any of the above, the development of the BUMP Wallet, Node, or other UPLEVLL platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which UPLEVLL operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory or other similar types of (including banking) authorities will not examine the operations of UPLEVLL and/or pursue enforcement actions against UPLEVLL. Such governmental activities may or may not be the result of targeting UPLEVLL in particular. All of this may subject UPLEVLL to judgments, settlements, fines or penalties, or cause UPLEVLL to restructure its operations and activities or to cease offering certain products or services, all of which could harm UPLEVLL’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the UPLEVLL Services.

8.4 Technology Risk. Virtual NFT and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.

9. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPLEVLL, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. UPLEVLL, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF UPLEVLL SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND DIGITAL REWARDS. NEITHER UPLEVLL, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF UPLEVLL SERVICES, PIXLL BLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE OR UNINTERRUPTED. UPLEVLL, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.

10. LIMITATION OF LIABILITY

10.1. Limitation of Indirect Liability.

THE AGGREGATE LIABILITY OF UPLEVLL, ITS SUPPLIERS, CONTRACT PARTNERS, AFFILIATES, AND THE LIKE (ALTOGETHER THE “UPLEVLL PARTIES”) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE UPLEVLL SERVICES, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT, WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OR OTHERWISE, AND WHETHER OR NOT ARISING IN WHOLE OR IN PART FROM THE UPLEVLL PARTIES FAULT, NEGLIGENCE, OR OMISSIONS, SHALL NOT EXCEED THE AMOUNT PAID BY THE USER FOR ONE MONTH ACCESS TO THE UPLEVLL SERVICES MINUS ANY DIGITAL REWARDS GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF THE UPLEVLL SERVICES. THE UPLEVLL PARTIES SHALL NOT IN ANY CASE BE LIABLE FOR ANY LOST OPPORTUNITY COSTS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE UPLEVLL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. THE UPLEVLL PARTIES SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY CLAIM, LIABILITY OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THE UPLEVLL SERVICES OR ANY RELIANCE THEREON. THE UPLEVLL PARTIES ARE NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE UPLEVLL SERVICES, FAILURE OF THE UPLEVLL SERVICES TO OPERATE WITHOUT INTERRUPTION, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES OF THE UPLEVLL PARTIES ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE AND RELIANCE ON THE UPLEVLL SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THIS AGREEMENT IS CONDITIONED ON YOUR REPRESENTATION THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF THE UPLEVLL PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR THE USER’S PAYMENT OBLIGATIONS.

11. INDEMNIFICATION

The User agrees to indemnify and hold harmless UPLEVLL, including its affiliates, and UPLEVLL Services from and against any loss, cost, or expense incurred as a consequence of any breach of warranty or representation hereunder by the User. Additionally, the User will defend, hold harmless, and indemnify UPLEVLL and its affiliates against any settlement amounts approved by the User and damages and costs finally awarded against UPLEVLL and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of UPLEVLL’s Services.

12. CONFIDENTIAL INFORMATION.

The User may be exposed to UPLEVLL’s (and other affiliated or third party blockchain protocols’) Confidential Information. “Confidential Information” means any information, in any form or medium, whether marked confidential or not, disclosed to the User under this Agreement, including, but not limited to, proprietary information, products, protocols, standards, manuals, services, business plans, customer lists, know-how, trade secrets, intellectual property rights, technical specifications, source code, object code, screen displays, designs, flowcharts, drawings, processes, algorithms, software programs, databases, marketing plans, articles, strategic direction, price lists, financial information or projections, notes, memoranda, extracts, summaries, reports, and/or analysis, including any and all derivative works of the aforementioned. “Confidential Information” shall not include information that is: (a) in the public domain, or subsequently becomes in the public domain, other than by breach of this or another agreement; (b) lawfully disclosed by a third party on a non-confidential basis to User, provided that the third party did not directly or indirectly receive the item from UPLEVLL; or (c) independently developed by the User without access to UPLEVLL’s Confidential Information and all such development efforts can be clearly documented by User.

User acknowledges that all Confidential Information is and shall continue to be the exclusive property of UPLEVLL. User agrees to hold all Confidential Information received from UPLEVLL in trust and confidence and agrees that such information shall be used only for the purposes of this Agreement. User shall not disclose, directly or indirectly, the Confidential Information to any third parties, or otherwise use the Confidential Information in a manner detrimental to UPLEVLL. User shall not make copies of any documents containing Confidential Information or disassemble, decompile, publicly display, distribute, create derivatives, or reverse engineer any materials, items, or products provided by the UPLEVLL. User understands that all Confidential Information is important, unique, and materially affects UPLEVLL’s goodwill and success in conducting its business activities, and hereby agrees to indemnify and save harmless UPLEVLL for damages that may arise from the unauthorized disclosure of Confidential Information by the User. This Agreement extends to Confidential Information that may have been previously disclosed to User prior to the execution of this Agreement.

The User may be exposed to other third parties’ confidential or proprietary information. The User will safeguard and keep confidential the confidential or proprietary information of customers, vendors, contractors, and other parties with which UPLEVLL does business to the same extent as if it were UPLEVLLs Confidential Information and the prohibitions and restrictions herein apply equally to third parties confidential and proprietary information received by User pursuant to this Agreement as if it were UPLEVLLs Confidential Information.

User shall immediately inform UPLEVLL, in writing, of any misappropriation, unauthorized use, or disclosure of Confidential Information and will cooperate in every reasonable way to prevent further disclosure and to obtain possession of the misappropriated Confidential Information.

Upon written request from UPLEVLL, user shall return to UPLEVLL (or destroy upon the request of the UPLEVLL) all Confidential Information received by the User.

13. MISCELLANEOUS.

13.1. Assignment.

The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of UPLEVLL, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for User’s consent, UPLEVLL may assign any obligation, right and these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which UPLEVLL may be a party unless UPLEVLL provides its consent in writing or incorporates by reference these Terms & Conditions.

13.2. Disputes.

Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of UPLEVLL Sites or UPLEVLL Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding any contractual or non-contractual obligations arising out of or relating to these Terms & Conditions shall be commenced only in a court in the State of Wyoming (federal or state), and the User and UPLEVLL each consent to the exclusive subject matter and personal jurisdiction of such Courts. Notwithstanding the foregoing UPLEVLL and the User agree that UPLEVLL may bring suit in court to enjoin infringement or other misuse of UPLEVLL’s intellectual property rights. The prevailing party in any court action shall be entitled to costs and reasonable attorneys’ fees.

13.2.1 Arbitration

You and UPLEVLL agree that any dispute arising out of or relating to this Agreement or the Services, shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/rules). Subject to applicable jurisdictional requirements, consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration so long as their matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. CUSTOMER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies to arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the State of Wyoming, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be entered as a judgment and enforced in any court of law. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or costs, such as attorney fees that the party may incur.

If any part of this Agreement is held by any arbitrator or court of the United States to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these terms and conditions shall not be affected. Any headings contained in this Agreement are for informational purposes only and are not enforceable provisions of this Agreement.

13.3. Entire Agreement.

These Terms & Conditions and Privacy Policy sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions and Privacy Policy. The terms may be updated on UPLEVLL sites.

13.4. Force Majeure.

UPLEVLL and its affiliates will not be liable for any failure or delay in performance of any obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other forces of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).

13.5. Governing Law.

Any claim or dispute between the User and UPLEVLL arising out of or relating to the User’s use of UPLEVLL sites, UPLEVLL Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of Wyoming, USA without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods do not govern these Terms & Conditions.

13.6. Language.

All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.

13.7. Notices to the User and UPLEVLL.

UPLEVLL may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on UPLEVLL Site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on UPLEVLL Site will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give UPLEVLL notice under these Terms & Conditions, the User must contact UPLEVLL. UPLEVLL may update the address for notices by posting on the UPLEVLL Site.

13.8. Severability.

If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.

13.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this agreement.

13.10 Relationship

Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

14. Return Policy

All sales are final and no refunds will be issued.

15. Other Terms and Conditions

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the UPLEVLL Services, including contests, promotions or other similar features, all of which terms are made a part of this Agreement by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the UPLEVLL Services, the latter terms shall control with respect to your use of that portion of the UPLEVLL Services.