These Terms of Service (“Terms”) govern your access to and use of services provided by UpLift (“UpLift”, “we”, “us”, “our”). By engaging us, you agree to these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.

We offer technical consulting related to crypto/web3 and quantitative finance, including, without limitation: investment/deal diagnostics, tokenomics and governance analysis, risk frameworks, parameter calibration and stress testing, research reports and memos, data engineering and dashboards, backtesting and signal validation, portfolio/risk overlays, execution and slippage analytics, monitoring and alerts, and related advisory sessions (collectively, the “Services”). Specific scope, deliverables, milestones, and fees may be described in one or more written order forms, statements of work, or proposals (each, an “Order”). In the event of conflict, an Order prevails over these Terms for that engagement.

We do not provide investment, legal, accounting, tax, or other regulated advice. Our output is research and technical consulting to support your decision-making; you remain solely responsible for decisions and compliance with applicable laws and policies. Past performance is not indicative of future results, and no outcome is guaranteed.

We act as an independent contractor and not as your employee, agent, or partner. Nothing in these Terms creates a joint venture or fiduciary relationship. We may use qualified subcontractors or affiliates; we remain responsible for their performance.

You will provide timely access to information, systems, personnel, and third-party providers reasonably needed for the Services; ensure such inputs are accurate and lawful; and make all final decisions. You will maintain appropriate backups and controls for your environments and data. Delays or changes to your inputs may impact timelines and fees.

Fees are as set out in the applicable Order and are payable in the currency stated therein, without setoff, within the payment term specified (or, if none, within 14 days of invoice). Reasonable, pre-approved out-of-pocket expenses will be invoiced at cost. Fees are exclusive of taxes; you are responsible for all applicable taxes other than our income taxes. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

Each party retains ownership of its pre-existing IP, tools, templates, models, code, and know-how (“Background IP”). Upon full payment, you receive a non-exclusive, worldwide license to use deliverables created specifically for you under an Order (“Work Product”) for your internal business purposes. We may incorporate our Background IP into Work Product; we retain ownership of Background IP and grant you a license to use such components as part of the Work Product. We may develop similar materials for others, provided we do not misuse your Confidential Information.

“Confidential Information” is non-public information disclosed by one party to the other, marked or reasonably understood as confidential. The receiving party will use it only to perform these Terms, protect it with reasonable care, and not disclose it except to personnel and subcontractors with a need to know and similar obligations. Exclusions include information that is public without breach, independently developed, or rightfully received from a third party. If legally required to disclose, the receiving party will (where lawful) give prompt notice and cooperate to seek protective treatment.

We may process data you supply to deliver the Services and may use reputable third-party tools and infrastructure (including AI/LLM services, analytics, and cloud providers). We apply commercially reasonable safeguards but cannot guarantee absolute security. Do not provide special-category or regulated data unless expressly agreed in writing. You represent that you have a lawful basis to share all data you supply.

We reserve the right, in our sole discretion, to decline, suspend, or terminate Services or an Order (including for compliance, risk, conflict, ethical, or capacity reasons). Where feasible, we will refund unused prepaid fees for unperformed Services, less reasonable costs already incurred.

We warrant that we will perform the Services in a professional and workmanlike manner using personnel with appropriate skill and experience. To the maximum extent permitted by law, all other warranties are disclaimed, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Analyses, models, and forecasts are inherently uncertain; they may rely on third-party data and assumptions that could be incomplete or inaccurate.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, punitive, or consequential damages, or lost profits, revenue, goodwill, or data, even if advised of the possibility. Except for: (a) your payment obligations; (b) your infringement of our IP; or (c) each party’s breach of Section 7 (Confidentiality), each party’s aggregate liability arising out of or related to the Services for all claims in the aggregate will not exceed the total fees paid or payable by you to us for the Services giving rise to the claim in the 12 months preceding the event first giving rise to liability. Nothing in these Terms limits liability for fraud, willful misconduct, or liability that cannot be excluded by law.

You will defend and indemnify us from third-party claims arising from (i) your data or materials; (ii) your use of the Work Product contrary to these Terms or applicable law; or (iii) your breach of these Terms. We will defend and indemnify you from third-party claims alleging that Work Product, as delivered by us and used in accordance with these Terms, directly infringes a third-party IP right, provided you promptly notify us and allow us to control the defense. Our obligations do not apply to claims arising from your modifications, combinations, or use contrary to documentation.

These Terms commence when you first engage us and continue until terminated. Either party may terminate an Order for material breach not cured within 15 days after written notice. Either party may terminate for convenience any ongoing monthly/retainer Order with 30 days’ notice unless the Order specifies otherwise. Upon termination, you will pay for Services performed and approved expenses incurred through the effective date. Sections intended to survive (including fees, IP, confidentiality, disclaimers, limitations, indemnities, and dispute resolution) will survive.

We may reference your name and logo in a customary client list and high-level case studies (without disclosing Confidential Information). You may opt out via written notice.

Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, power/network failures, labour disputes, governmental actions, or market shutdowns. Duties resume upon restoration.

These Terms and any dispute or claim (contractual or non-contractual) are governed by the laws of the Republic of South Africa, without regard to conflict-of-law rules. Any dispute arising out of or in connection with these Terms shall be finally resolved by confidential arbitration in Johannesburg, South Africa, before a single arbitrator, under the rules of the Arbitration Foundation of Southern Africa (AFSA). The language of the arbitration shall be English. Either party may seek urgent injunctive or equitable relief in a court of competent jurisdiction in South Africa to protect IP or Confidential Information.

We may update these Terms from time to time. Material changes will be effective on posting to our website or on notice to you. If you continue to use the Services after the effective date, you agree to the updated Terms.

Notices must be in writing and sent to the contact(s) designated in the Order or, if none, via email to your primary business contact and to our general contact channel at hello@uplift.mobi. Notices are deemed given when received (or, for email, when successfully sent without bounce).

You may not assign or transfer these Terms (by law or otherwise) without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. No waiver is effective unless in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect. These Terms (and any Orders) are the entire agreement regarding the Services and supersede prior discussions and understandings on the subject matter.