PLEASE READ THESE TERMS OF USE BEFORE USING THE WEBSITE.

1. Terms and conditions for using the platform

These terms and conditions are made by and between you and UPXP ltd (“UPXP ltd”, “we” or “us”). The following terms and conditions, along with any documents explicitly incorporated by reference (collectively, these “Terms of Use”), govern your access to and use of https://upxp.io, including any content, features, and services made available on or through our website https://upxp.io (together, the “Website”).

Please read the Terms of Service carefully before using the Website. By using the Website or choosing to accept or agree to the Terms of Use when this option is available to you, you accept and agree to be bound and comply by these Terms of Use in addition to the Terms of Service.

• our Privacy Policy, which is incorporated herein by reference; and
• our Cookie Policy, which is incorporated by reference herein.

You must not access or use the Website if you do not agree to these Terms of Use or the Privacy Policy.

1.1 Information About Us 

UPXP has developed B to B and B to C applications that connect points of sale and their customers for free. Points of sale use part of the savings to reward customers for their loyalty. The points of sale make more margins and invest in their customer relationship rather than commissioning intermediaries. Customers who receive their UPXP token can keep them to see their value increase or use the UPXP token to make purchases from merchants in the UPXP network. The first points of sale that will benefit from the technology developed by UPXP are the restaurants, other applications will be offered based on this model for other markets.

1.2 Who May Use the Website

You must be at least 18 years of age to use the website. By using our website and Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account on our website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorised uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

1.3. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

1.4 UPXP Account

An account should be created on the Decentralised Stellar Blockchain. The public key of the user is visible in their UPXP wallet, the user can send their public key to anyone to receive XLM token in his UPXP Wallet. UPXP ltd have the B to C services and B to B services, the Consumers have also a Wallet, and there is also an AIRDROP program for the users.

The Asset of the user, XLM token and UPXP token, are registered in the decentralized Stellar blockchain, UPXP ltd does not keep the token of the user on their server. From the UPXP wallet, the user can see the amount of his token, order a transfer or pay with his UPXP token in the restaurant of the UPXP network. To activate the user wallet and be able to do a transaction, the XLM Account must have at least 3 XLM. To keep their account activated the user must keep at least 3 XLM on their account. The user’s wallet secret key is safe and encrypted on the centralized server of UPXP ltd. The user is responsible for his password to access the UPXP wallet, it must be sufficiently complex and private to limit the risk of hacking his wallet and having his token stolen.

All the users (consumers and restaurants) will have cryptos in their wallet if, for any reason, UPXP ltd have to terminate their account, UPXP ltd must convert their UPXP to XLM and send them their private key to have access to their Stellar account and to do whatever they want with their crypto XLM. (XLM are the crypto of the Stellar blockchain) from there they will be able to convert their XLM to a fiat currency or any other cryptomonaie, without access to their UPXP Wallet. It will be the same if we have to close the company or the services

1.5. Website Access and Account Security

We cannot promise that our website or any of its content will always be accessible or will not be interrupted. We shall not be responsible if all or any part of the Website is inaccessible at any time or for any length of time for any reason. We reserve the right to limit users’ access to some sections of the Website, or the whole Website, at any time.

You are accountable for:

• Making all required arrangements for you to have access to the Website.
• Ensuring that all individuals who use the Website through your internet connection are aware of and comply with these Terms of Use.

You may be required to submit some registration data or other information in order to use the Website or some of the resources it provides. All information you submit on the Website must be accurate, current, and full as a condition of your use of the Website. You agree that all information you provide to register using this website or otherwise, including, but not limited to, using any interactive features on the Website, is subject to our Privacy Policy, and you consent to all actions we take with respect to your information that consistent with our Privacy Policy.

You should exercise extreme care while entering personal information into the Website on a public or shared computer to ensure that others do not see or record your personal information.

1.6. Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the UPXP Ltd, its licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

All trademarks, service marks, graphics and logos used in connection with the website, Mobile Application and Services, are trademarks or registered trademarks of UPXP Ltd or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of UPXP Ltd or third-party trademarks.

1.7. Prohibited Uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Mobile Application and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the website and Services for violating any of the prohibited uses.

1.8. Reliance on Posted Information

The information provided on or via the Website is only for the purpose of providing general information. This information is not guaranteed to be accurate, comprehensive, or helpful. You are solely responsible for any reliance you put on such information. We disclaim all duty and responsibility resulting from your or any other visitor’s reliance on such information, or from anybody who may be notified of any of its contents.

1.9. Modifications to the Website

This Website’s contents may be updated from time to time, but it is not guaranteed to be full or up-to-date. Any of the information on the Website may be out of date at any moment, and we have no responsibility to update it.

1.10 Your Personal Information and Your Visits to the Website

Our privacy policy applies to any information we collect on this Website. You agree to any actions taken by us with regard to your information in accordance with the Privacy Policy by using the Website.

1.11 Connecting to Website and Using Social Media

You may link to our site as long as you do so in a manner that is fair and legal and does not harm or exploit our reputation; however, you must not establish a link that implies any kind of affiliation, approval, or endorsement on our part without our explicit written permission.

1.12 Website’s hyperlinks

If the Website contains connections to third-party sites and resources, these links are provided only for your convenience. This includes banner ads and sponsored links, as well as links included in advertisements. We have no control over the contents of such sites or resources, and we accept no liability for them or any loss or harm resulting from your use of them. If you choose to visit any of the third-party website connected to this Website, you do so completely at your own risk and are bound by the terms and conditions of use for such website. We retain the right to revoke linking permission at any time and without prior notice.

1.13 Disclaimer of warranty

You agree that our website is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the website or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

1.14 Limitation on Liability

To the fullest extent permitted by applicable law, in no event will UPXP Ltd its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of the content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of UPXP Ltd and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to the fees paid by you to UPXP Ltd under these terms in the twelve-month period immediately preceding the event giving rise to the claim.  

1.15. Indemnification

You agree to defend, indemnify and hold harmless the UPXP Ltd, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

1.16. Governing Law and Jurisdiction

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of  England and Wales law and any applicable laws of the United Kingdom and (to the extent it has sufficient matter jurisdiction) of the federal courts in the United Kingdom with respect to any legal action or proceeding arising out of or relating to these Terms without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United Kingdom. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in the United Kingdom, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

1.17 Severability and Waiver

Any waiver by the UPXP ltd of any term or condition set forth in these Terms of Use shall not be construed as a further or continuing waiver of that term or condition or of any other term or condition, and any failure by the UPXP ltd to assert a right or provision under these Terms of Use shall not be construed as a waiver of that right or provision.

If any provision of these Terms of Use is found to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction for any reason, that provision will be eliminated or limited to the bare minimum, leaving the remaining provisions of the Terms of Use in full force and effect.

1.18 Entire Agreement

The Terms of Use, our Privacy Policy and Terms of conditions constitute the sole and entire agreement between you and the UPXP ltd concerning the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, for the Website.

1.19 Contact Us

UPXP Ltd is the owner and operator of this website. All additional feedback, comments, technical support requests, and other communications about the Website should be sent to support@upxp.io.

2. Restaurants Terms and Conditions 

2.1 Why this information is important

These terms and conditions govern the relationship between you and us. They apply when you:

• use the https://upxp.io/   to buy and withdraw cryptocurrency 

The present terms and conditions are proposed by UPXP Ltd, Kemp House, 160 City Road, Londres, EC1V 2NX, register number 13373878. The user will accept the terms and conditions when they create their wallet on upxp.io. The present terms and conditions will be updated each time a new feature or service is available in the UPXP Wallet, the user will be informed by email and a pop up will appear in their UPXP wallet if they want to use the new feature or service. Until the user accepts the update of the terms and conditions he will not be able to use the new features and services 

2.2 UPXP Wallet 

An account should be created on the Decentralised Stellar Blockchain. The public key of the user is visible in their UPXP wallet, the user can send their public key to anyone to receive XLM token in his UPXP Wallet. The Asset of the user, XLM token and UPXP token, are registered in the decentralized Stellar blockchain, UPXP ltd does not keep the token of the user on their server. From the UPXP wallet, the user can see the amount of his token, order a transfer or pay with his UPXP token in the restaurant of the UPXP network. The payment and transaction in the UPXP token are not yet available. To activate your user wallet and be able to do a transaction, the XLM Account must have at least 3 XLM. To keep your account activated the user must keep at least 3 XLM on his account. The user’s wallet secret key is safe and encrypted on the centralized server of UPXP ltd.  The user is responsible for their password to access the UPXP wallet, it must be sufficiently complex and private to limit the risk of hacking his wallet and having his token stolen.

2. 3 The cryptocurrencies available

The cryptocurrencies available through our crypto services from time to time are shown on our website. We’ll let you know if we start offering any other cryptocurrencies. We’ll also let you know in advance if we decide to stop offering a cryptocurrency. To make sure you have safe access to our crypto services, download any updates for your device or the UPXP Ltd website as soon as they become available.

2.4 AIRDROP 

To be a part of the UPXP AIRDROP program you have to create a UPXP account and share your affiliate link with your contacts.  To receive your 40 free UPXP tokens, you have to create your account from an affiliate link. If you create your account without using an affiliate link you will not receive the free 40 UPXP tokens.  When someone creates their UPXP account using your affiliate link, they will get 40 UPXP tokens and you will receive 10 UPXP tokens.  When you reach the goal of 10 users that created their UPXP account by using your affiliate link, you will receive an extra bonus of 100 UPXP tokens. 

The number of UPXP tokens in AIRDROP 1 is 100.000.000, when all the tokens will be distributed, your affiliate link will be inactivated and the AIRDROP 2 will start. The AIRDROP 2 is reserved for the Restaurants only, the total UPXP tokens are 100.000.000. Only a restaurant will be able to share its affiliate link to earn UPXP tokens. To be able to participate in the PRIVATE Sale 1, you have to create your UPXP account 1 week before the launch of Private Sale 1. The launch date of the Private Sale 1 will be announced on UPXP.io and by notifications in your UPXP account. 

To be able to participate in the PRIVATE Sale 2, you have to create your UPXP account 1 week before the launch of the PRIVATE Sale 2.  All the UPXP tokens earned during the AIRDROP program will be usable after you order a meal or book a table at a restaurant that is part of the UPXP network. If there are more than 5 restaurants that offer the UPXP rewards program in your city, you have to book a table or order a meal within 3 months to keep your AIRDROP UPXP tokens. After this period, your UPXP tokens will be automatically put back to the UPXP AIRDROP account and you will lose all the UPXP tokens earned during the AIRDROP program.

2.5 UPXP Reward Program 

Each UPXP user will have access to all the applications developed in the UPXP project. By ordering food, booking a table or using all other services that are not yet implemented in our applications, the user will earn UPXP reward tokens based on the terms & conditions. The restaurant will fix the number of UPXP reward tokens he will reward the user with. The number of UPXP reward tokens earned by each action will be mentioned before doing any action.  After each action, the UPXP reward tokens will be automatically transferred from the restaurant account to the user UPXP account. 

To have access to your account, a user must log in to their UPXP wallet https://wallet.upxp.io, to receive your UPXP rewards tokens, a user must finish the action. Finishing the action means paying for your ordered meal or checking in to the restaurant where you booked a table. The user can use their UPXP tokens to pay a part or the totality of their bill.

2.6 UPXP Tokens

UPXP tokens is an asset created on the Stellar blockchain.  All the transactions initiated by the user are checked by UPXP ltd, only if the user uses the UPXP wallet application or all other applications developed or approved by UPXP project. The list of the Applications will be updated on https://upxp.io/application

2.7   Can you change these terms?

We can change these terms and conditions, but we’ll only do it for the following reasons:

• to make them easier to understand or more helpful to you;
• to reflect the way our business is run (for example, if the way a financial system or technology is provided changes);
• to reflect legal or regulatory requirements that apply to us;
• to reflect changes in the cost of running our business; or
• because we are changing our services or products or adding new ones.

Telling you about changes

If we add a new product or service that doesn’t change our existing terms and conditions, we may add it immediately and let you know before you use it.  If you don’t like the change, you can end your agreement with us. We’ll assume you’re happy with the change unless you tell us otherwise before the change is made.

2.8 Are you responsible if something goes wrong with your crypto service?

We’ll do as much as reasonably possible to make sure that our crypto services are not interrupted, are secure and virus-free, and are accessible at a reasonable speed. However, we can’t promise that this will always be the case.

Sometimes we’ll suspend use of our crypto service so that we can make technical changes, add new features (such as new cryptocurrencies), make sure it runs smoothly or improve its security. We’ll try to give you notice before we do this, although we might not be able to do so in an emergency. We’ll also try to limit any suspension so it lasts as short a period as possible.

We won’t be responsible to you for losses that arise:

• if our crypto service isn’t available;
• if we don’t meet our obligations under these terms and conditions because of a legal or regulatory requirement; or
• because there were unusual or unexpected events outside our control.

Notwithstanding the foregoing, in no event, will the liability of  UPXP Ltd, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of services offered by or on behalf of UPXP ltd and its affiliates, any performance or non-performance of UPXP ltd services, or any other product, service or other items, whether under contract, statute, strict liability or other theory, exceed the amount of the fees paid by you to UPXP ltd under these terms in the twelve-month period immediately preceding the event giving rise to the claim for liability

2.9 When you might be responsible for our losses

You may be responsible to us for certain losses

If you break these terms and conditions in a serious way, and this causes us to suffer a loss, the following will apply:

• you will be responsible for any losses we suffer as a result of your action (we will try to keep the losses to a minimum);
• if your actions result in us losing profits, you may also be responsible for those losses, unless this would mean that we are compensated twice for the same loss; and
• you will also be responsible for any reasonable legal costs that arise in connection with our losses

2.10 When could you end your crypto services?

We will try to give you notice if we need to end your crypto services. However, we may suspend your access to our crypto services or immediately end this agreement if any of the following apply:

• we suspect that you are behaving fraudulently or otherwise criminally;
• you haven’t given us the information we need, or we believe that information you have provided is incorrect or not true;
• you’ve broken these terms and conditions regularly or in a serious way, and you haven’t put the matter right within a reasonable time of us asking you to;
• you have died;
• you’ve been declared bankrupt (or the equivalent in the country you live in);
• we have good reason to believe that your use of our crypto service could damage our reputation or business, or badly affect us or any of our services; or
• we have to do so by law.

What happens if we end this agreement?

UPXP ltd will convert all the users (consumers and restaurants) their UPXP to XLM and send them their private key to have access to their Stellar account and to do whatever they want with their crypto XLM. (XLM are the crypto of the Stellar blockchain), from there they will be able to convert their XLM to a fiat currency or any other cryptomonaie, without access to their UPXP Wallet. It will be the same if we have to close the company or the services

2.11 How to make a complaint

If you’re unhappy with our service, we’ll try to put things right. We always do our best, but we realise that things sometimes go wrong. If you have a complaint, please contact us. The most efficient way to make a complaint is to use the online form on our website. We’ll look into your complaint and respond to you by email. Or contact us through email at richard@upxp.io. As cryptocurrencies are regulated by the Financial Conduct Authority (FCA) only for the purposes of anti-money laundering and counter-terrorist financing, if you have a complaint, it is not likely to fall within the scope of the jurisdiction of the Financial Ombudsman Service (FOS).

2.12 Some legal bits and pieces

Our contract with you

Only you and we have any rights under the agreement. The agreement is personal to you and you cannot transfer any rights or obligations under it to anyone else.

Our right to transfer

We will only transfer any of your and our rights or obligations under the agreement if we reasonably think that this won’t have a significant negative effect on your rights under these terms and conditions or we need to do so to keep to any legal or regulatory requirement. When we transfer rights and obligations we call this ‘novation’. When we only transfer rights, we call this ‘assignment’.

English law applies

The laws of England and Wales apply to the agreement.

The English version of the agreement applies

If these terms and conditions are translated into another language, the translation is for reference only and the English version will apply.

Our right to enforce the agreement

If you have broken the agreement between you and us and we don’t enforce our rights, or we delay in enforcing them, this will not prevent us from enforcing those or any other rights at a later date. This is also the case if we have any legal rights that we don’t enforce straight away.

Taking legal action against us

If you want to take legal action against us in the courts, only the courts of England and Wales can deal with any matter relating to these terms and conditions. If you live in another country, you may be able to take other action in the courts where you live.

Page last updated: October 15, 2021