TERMS OF SERVICE AGREEMENT GOING UP EXCLUSIVE NFT MEMBERSHIP

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF August 20th 2022. 

ACCEPTANCE OF TERMS

The following Terms of Service Agreement (the "TOS") is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with UP Protocol Inc. , also known as GoingUP, located at 1259 El Camino Real, Unit #1007, Menlo Park, CA 94025 and our subsidiaries and affiliates, in association with the use of the https://www.goingup.xyz/nft-membership website, which includes www.goingup.xyz , (the "Site") and its Services, which shall be defined below.

Terms definition:

• GoingUp Fren: Original buyer of the GoingUP NFT who still holds the GoingUP NFT.
• GoingUP OG: Original buyer of the GoingUP NFT who doesn’t hold the GoingUP NFT anymore.
• NFT Holder: Someone who bought the GoingUP NFT on the secondary market.

CORE BENEFITS:

1. Seed-round access for accredited angel investors ( Not transferable)
2. GoingUp Founding Member status is visible on your profile, for life ( new members will have a premium membership badge)
3. 30 months of VIP premium corporate access to their organisation or Company ( Only available for 1st minter and once unlock not transferable)
4. Full premium membership access to all product features (Transferable for a limited period of time and only applicable as an individual user account)
5. Governance rights over the future direction of the platform (Non-Transferable once you sell the token you lose the rights )
6. All premium features including events, drops and merch ( Transferable)
7. Priority access to feature testing ( Transferable)

DESCRIPTION OF GOINGUP PREMIUM EXCLUSIVE MEMBERSHIP SERVICES OFFERED

The NFT membership from GoingUP has the following description:

GOINGUP IS OFFERING 222 EXCLUSIVE NFTS THAT OFFER LIFETIME MEMBERSHIP TO OUR PLATFORM SELLING FOR 2.22 ETH.

• NFT ERC 721 - Contract number: 0x9337051505436d20fdcf7e2ce5a733b49d1042bc
• Opensea - https://opensea.io/collection/goingup-membership
• Minting: Allow-list only

• Get added to the list using this form

• If not in allow-list you can buy the NFT directly from our website https://www.goingup.xyz/mint-now using the referral links from our sales advisors ( Emmanuel, Anbessa & GoingUP team ) internal wallets are:

• GoingUP Team : 0xff188235879FA2dB8438802e399Ed31CaB0F61E4
• A Sales: 0xff188235879FA2dB8438802e399Ed31CaB0F61E4
• E Sales : 0xa96e945fd471C67B16D138b59Cc8abA4E8171b00
• Extra Sales: 0xfCdFa41fA58AA9c5E4ef76FDd709c8E10dd3Bb42

Please notice: These wallets won’t reduce your benefits and all initial buyers will enjoy full lifetime membership.

Gain access to a Lifetime membership:

As an early supporter of GoingUP, enjoy a lifetime membership to everything GoingUp offers, now and in the future. As an OG minter and GoingUp Fren, your contribution will forever be recognised on our platform and displayed on your profile, even if you sell it on. If you hold it, you will have first access to everything our team develops.

• Priority access and feature testing
• All premium features are unlocked for life for original users holding the NFT
• Exclusive access to our founder's community to discuss the platform’s growth
• 30 months of Corporate VIP access to our product for one company of your choice

Gain access to Build your on-chain reputation:

Start building your on-chain reputation as team leader immediately, helping you find great collaborations quicker and easier. Your lifetime membership grants you special status as a founding member on the platform, visible to all.

• GoingUp Founding Member status (i.e. GoingUp Fren and GoingUP OG) visible on your profile, for life
• Governance rights over the future direction of the platform
• Boost your project's reputation (Companies, DAOs and Organizations will get an edge and priority to start using and building the reputation of their company with direct access to discuss concerns with UP Protocol founders. (We will not boost the reputation if that means manipulating false metrics.)

Gain access to the curated community:

The GoingUp community is full of high achievers, focused on rising up the professional ranks of Web3 and building the best projects in the industry. GoingUp Fren have VIP access to a unique discord channel where entrepreneurs, inventors, coders, marketers, and more come together to unleash their potential.

• VIP discord access
• Recognition as a committed professional
• Unique content access from others in the industry (In the future we plan to organise workshops or masterminds to match high-scoring ranking users with Professionals,  Companies, Protocols and DAOs from our community ).

Gain access to exclusive Perks:

Original buyers who hold the NFT will also have first rights on all future GoingUp enterprises. These include but are not limited to future merch, future airdrops ( gifts), offline and in-metaverse event access, and an invitation to participate in the first seed round alongside venture capital firms.

Please note that we don't plan to ever offer lifetime access again. These NFTs Exclusive Membership represent a fantastic value in exchange for your early pledge to support us.

Limitations:

By lifetime, it is understood that a professional lifetime is 45years. Additional years could be added on a discretionary basis.

GoingUp Fren who would abuse their privileges to behave poorly could lose their privileges. Abuse could for example be harassing or insulting other members, or leaking or hindering future GoingUP development. GoingUp Frens will be called to vote on the sanction faced by a GoingUp Fren who abused their privileges with a vote per user (holding multiple NFTs wouldn’t help). If anyone feels these limitations are unfair, we are ready to offer a refund within 30 days of purchase. We want this community of GoingUp Fren to be a positive and helpful community.

GoingUP Frens keep their governance rights unless booted by the other holders for poor behaviour.

TERMS OF RESALE OR TRANSFER

15% commission on our secondary sales.

Upon selling their GoingUP NFT, GoingUp Fren will become GoingUP OG and lose their governance rights and lose access to premium features but will keep the GoingUp Founding Member status (i.e. badge) for life. The loss of premium features will be regardless of the time remaining in the professional lifetime.

NFT Holders will not gain GoingUP OG status and will have access to premium features for up to 5 years, whichever is the shortest between the remaining professional lifetime and remaining of the 5-year period. Once the NFT is transferred from a GoingUP Fren, the 5 year time period will be decreasing with time, even if transferred to a new NFT Holder. NFT Holders will not gain any governance rights on GoingUP.

DETAILED BREAKDOWN OF TRANSFERABLE AND NON TRANSFERABLE BENEFITS

TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the UP Protocol Inc. trademarks, copyright, trade name, service marks, and other UP Protocol Inc. logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of UP Protocol Inc. You herein agree not to display and/or use in any manner the UP Protocol Inc. logo or marks without obtaining UP Protocol's prior written consent.

COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

UP Protocol Inc. will always respect the intellectual property of others, and we ask that all of our users and customers do the same. With regards to appropriate circumstances and at its sole discretion, UP Protocol Inc. may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us with the following information:

a)      The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;

b)     A description of the copyrighted work or other intellectual property that you believe has been infringed upon;

c)      A description of the location of the site which you allege has been infringing upon your work;

d)     Your physical address, telephone number, and email address;

e)      A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;

f)      And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf.

The UP Protocol Inc. Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Mailing Address:

UP Protocol Inc.

1259 El Camino Real

Unit #1007

Menlo Park, CA 94025

Attn: Copyright Agent : Stephania Silva

Email:  stephania@goingup.xyz

Any and all visitors to our site shall be deemed as "users" of the herein contained Services provided for the purpose of this TOS.

The user understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such UP Protocol shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.

CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE

Due to the global nature of the internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:

a)      are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;

b)     agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;

c)      agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and

d)     agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.

CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

GoingUP Fren and GoingUP OG shall not lay claim to ownership of any content submitted by any visitor or user, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for UP protocol the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

a)      The content submitted or made available on UP protocol’s sites and communication channels (including Discord and Telegram), the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available for as long as UP Protocol Inc. exists.

b)     Photos, audio, video and/or graphics submitted or made available to UP Protocol’s sites and communication channels (including Discord and Telegram), the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as Up Protocol exists.

c)      For any other content submitted or made available UP protocol’s sites and communication channels (including Discord and Telegram), the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.

CONTRIBUTIONS TO COMPANY WEBSITE

UP Protocol provides an area for our users to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals ("Contributions") to our site, you acknowledge and agree that:

a)      your contributions do not contain any type of confidential or proprietary information;

b)   UP Protocol shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;

c)     UP Protocol shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;

d)     the contributor's Contributions shall automatically become the sole property of UP Protocol.

e)      UP Protocol is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

COMMERCIAL REUSE OF SERVICES

The user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to UP protocol's sites.

MODIFICATIONS

UP Protocol shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

LINKS

Either UP Protocol or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Beware of hacks and phishing attempts. Furthermore, you acknowledge and agree that UP protocol shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

PROPRIETARY RIGHTS

You do hereby acknowledge and agree that UP Protocol's Services and any essential software that may be used in connection with our Services ("Software") shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. This includes information shared with GoingUP Fren, GoingUP OG and through Governance. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by UP Protocol or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on UP protocol Services (e.g. Content or Software), in whole or part.

WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

a)      THE USE OF UP PROTOCOL SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. UP PROTOCOL AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b)     UP PROTOCOL AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) UP PROTOCOL SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) UP PROTOCOL SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE UP PROTOCOL SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.

c)      ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF UP PROTOCOL SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

d)     NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM UP PROTOCOL OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

e)      A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT UP PROTOCOL AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

a)      THE USE OR INABILITY TO USE OUR SERVICE;

b)     THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;

c)      UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;

d)     STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;

e)      AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

RELEASE

In the event you have a dispute, you agree to release UP Protocol Inc. (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS

Should you intend to create or to join any service, receive or request any such news, messages, alerts or other information from our Services concerning companies, stock quotes, investments or securities, please review the above Sections Warranty Disclaimers and Limitations of Liability again. In addition, for this particular type of information, the phrase "Let the investor beware" is appropriate. _UP Protocol's content is provided primarily for informational purposes, and no content that shall be provided or included in our Services is intended for trading or investing purposes. UP Protocol and our licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted and/or made available by way of our Services, and shall not be responsible or liable for any trading and/or investment decisions based on any such information.

EXCLUSION AND LIMITATIONS

THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

THIRD PARTY BENEFICIARIES

You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.

CLOSED CAPTIONING

BE IT KNOWN, that UP Protocol Inc. complies with all applicable Federal Communications Commission rules and regulations regarding the closed captioning of video content.  

GENERAL INFORMATION

ENTIRE AGREEMENT

This TOS constitutes the entire agreement between you and UP Protocol Inc. and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to UP Protocol Inc. Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other UP Protocol Inc. Services, affiliate Services, third-party content or third-party software.

CHOICE OF LAW AND FORUM

It is at the mutual agreement of both you and UP Protocol Inc. with regard to the TOS that the relationship between the parties shall be governed by the laws of the state of Delaware  without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the TOS, or the relationship between you and UP Protocol Inc., shall be filed within the courts having jurisdiction within the County of New Castle, Delaware  or the U.S. District Court located in said state. You and UP Protocol Inc. agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to the venue in such courts.

WAIVER AND SEVERABILITY OF TERMS

At any time, should UP Protocol Inc. fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

STATUTE OF LIMITATIONS

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within 2 years (s) after said claim or cause of action arose or shall be forever barred.

VIOLATIONS

Please report any and all violations of this TOS to UP Protocol Inc. as follows:

Mailing Address:

1259 El Camino Real

Unit #1007

Menlo Park, CA 94025

Email:   app@goingup.xyz