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Terms and Conditions

Last updated: October 27, 2026

RISK WARNING

DIGITAL ASSETS ARE HIGHLY VOLATILE, AND YOU COULD LOSE EVERYTHING YOU SPEND ON TOKENS. Tokens are created by users; we do not endorse or guarantee them. Amounts set aside for funding the Tokens' goals such as causes or ideas may be delayed or held (Section 6). Information on the Platform, including AI-generated content, may contain errors; check it yourself before relying on it (Section 12). Tokens may be paired with, or pay fees in, other digital assets that we do not issue or verify, and any stock price shown is for information only (Section 7.4). We are not your broker, agent, or adviser, and nothing on the Platform is financial, investment, legal, tax, securities, or regulatory advice. Nothing is covered by deposit insurance or investor protection schemes (such as the FDIC or SIPC). The Platform is not a bank, money transmitter, securities exchange, broker-dealer, custodian, or investment adviser, and is not registered with any securities regulator.

1. About These Terms

1.1. These Terms and Conditions (the "Terms") are a legally binding agreement between you and Seek Uplift ("Seek Uplift" or "we"), governing your use of the Seek Uplift app, websites, and related services (the "Platform").

1.2. By using the Platform, you accept these Terms, our Privacy Policy, and our fee schedule. If you do not accept them, do not use the Platform.

1.3. SECTION 15 REQUIRES BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO JOIN A CLASS ACTION, EXCEPT WHERE THE LAW DOES NOT ALLOW THIS.

2. Eligibility

2.1. You must be at least 18 and of the age of majority where you live (or legally emancipated), have legal capacity to accept these Terms (and authority, if acting for an entity), act for yourself using lawfully obtained assets you own, and not be in or from a Restricted Jurisdiction (Section 8).

2.2. You must comply with all laws that apply to your use of the Platform ("Applicable Law"). We may refuse or restrict access at our discretion.

3. How the Platform Works

3.1. The Platform is a software interface for launching and trading user-created digital assets ("Tokens") on the Solana blockchain through third-party protocols, including Meteora Dynamic Bonding Curve programs and, after graduation, services such as Jupiter.

3.2. Non-custodial. We never hold or have access to your assets or private keys. You sign every transaction with your own third-party wallet, governed by its provider's terms. Lost keys mean permanently lost assets; we cannot recover keys or reverse transfers.

3.3. We do not control the blockchain, third-party protocols, or wallets and are not responsible for their operation, security, or availability, including forks. Smart contracts, including bonding-curve programs, may contain bugs, exploits, or economic design flaws, and networks may suffer congestion, outages, or reorganisations, any of which may cause loss of assets.

3.4. We owe you no fiduciary duties. To the fullest extent permitted by law, any duties at law or in equity are disclaimed, and our only obligations are those in these Terms. We and our affiliates may transact on the Platform without disclosure.

4. Tokens and User Content

4.1. Creators are solely responsible for their Tokens and any claims or promises about them. We do not review Tokens or make any representation about their legal status, value, or safety. Imitation and fraudulent Tokens exist; you accept that risk. Featuring, ranking, or sorting a Token, whether by volume, activity, recency, or otherwise, is not an endorsement or a statement about its value, safety, or legitimacy.

4.2. You represent and warrant that content you submit, such as token names, images, and metadata ("User Content"), is lawful, accurate, not misleading, and yours to submit. You keep ownership and grant us a non-exclusive, worldwide, royalty-free, sublicensable licence to use it to operate, promote, and improve the Platform. We may remove any User Content or Token listing at our discretion.

4.3. Token launches, trades, metadata, reports, signatures, and other content placed on-chain or on decentralised storage (such as IPFS) are public, may remain on public networks and third-party caches, and are generally permanent; we cannot delete them.

5. No Investment Advice

5.1. Every transaction is unsolicited and initiated solely by you. Token pages, scores, labels, startup fields, and safety signals are for information only and are not advice, an endorsement, or a guarantee. Any audit, badge, "verified" mark, or technical check covers only what was reviewed and does not mean a Token, Cause, or smart contract is safe. We do not offer Tokens as investments. Unless a creator lawfully documents otherwise off-Platform, Tokens carry no equity, debt, ownership, or right to profits or dividends. Do not expect profit; prices can go to zero. Statements about our plans, roadmap, or future features are not promises and may change or never succeed.

6. Fees, Cause Funding, and Taxes

6.1. Fees are set out in our wiki and are deducted from your transactions. You also pay network and third-party fees. Some Tokens launched on the Platform may be fee-on-transfer tokens, which automatically deduct a fee on each transfer under the Token's own settings. As a result, the amount you, a Cause, or an Implementer receives may be less than the amount sent. Fees and outputs shown before you sign are estimates; the amount the smart contract charges controls and may differ because of slippage, network conditions, or rounding. Fee calculations are final absent Manifest Error (Section 7.3). Fees are non-refundable once the transaction is confirmed on-chain, except as the law requires. We may change fees for future transactions by updating the fee schedule.

6.2. Cause funding. On many Tokens, part of the trading fees is set aside for a cause, project, or fund (a "Cause"). On standard Tokens, this share comes out of Seek Uplift's own fee share. A creator may also choose to share their own creator fee with the Cause. All amounts directed to a Cause, from either source, are "Community Allocations". We do not control how creators share creator fees with team members, promoters, or others; any such arrangement is solely between them. Creators must not misstate a Token's fee settings or Cause.

6.3. Causes. A Cause may be a project listed on Giveth (which need not be a registered charity), a curated group of projects, or our own Seek Uplift fund (the "Managed Fund"), which we spend at our discretion. If a creator does not choose a Cause within a stated number of days, the share goes to the Managed Fund. Cause choices cannot be changed once final. We may run limited, automated checks on Causes, such as sanctions screening and wallet checks, but these checks do not confirm that a Cause is a charity, is in good standing, or will use funds properly. Unless a Token page says otherwise, a Cause is not a registered charity or nonprofit, and we do not endorse any Cause.

6.4. How projects are paid. During our launch phase, we control the program that collects trading fees and fees on transfer, and cause those funds to be directed to pay beneficiaries. We plan to upgrade the on-chain program to pay beneficiaries seamlessly.

6.5. Holding payouts. We do not promise any payout date or amount. To keep funding accountable, we may hold, delay, or withhold a payout, for example to check a recipient, comply with law or sanctions, look into fraud or misuse, or while a project is flagged.

6.6. No receipts or tax benefits. Community Allocations are typically paid in the tokens the fees are earned in (such as SKR, a tokenised-stock asset, or the Token itself); their value can fall at any time. You are not making a charitable contribution. No one issues tax receipts, and you should not expect any tax deduction.

6.7. Idea funding. Idea coins can send a share of fees to the wallet of the person or team building the idea (an "Implementer"). Amounts sent to an Implementer are also Community Allocations. Idea funding is not charitable. Section 6.3 does not apply to it, but Sections 6.4 to 6.6 do. We do not check or guarantee that an Implementer will deliver the idea. Payouts may be tied to milestones, as shown on the Token page, and reaching a milestone does not mean the idea has been or will be delivered.

6.8. You are solely responsible for your taxes, including on gains, creator fees, and Community Allocations.

7. Transactions

7.1. You decide whether to connect, launch, buy, sell, report, or claim, and you must review every wallet prompt and transaction, including token and contract addresses, before signing. You are responsible for the accuracy of every transaction instruction you submit (an "Instruction") and for holding enough assets to cover it. We may refuse or delay any Instruction, and may limit the size, frequency, or volume of activity from any wallet for risk, security, legal, or operational reasons.

7.2. Instructions are irrevocable, and confirmed transactions are final. We do not guarantee that any transaction will succeed, its timing, cost, or ordering (third parties may front-run or reorder transactions), or that any Token will have liquidity, graduate, or be possible to sell. You are responsible for your own mistakes.

7.3. Where a transaction involves conduct we reasonably consider fraudulent or manipulative ("Improper Intent") or an obvious, indisputable error ("Manifest Error"), we may, where the law permits and without liability, refuse to create or broadcast it or any related transaction. Transactions confirmed on-chain cannot be cancelled or reversed. We keep records of activity and communications and may disclose them as Applicable Law requires.

7.4. Pair Assets. Tokens may be paired with, priced in, or pay fees in digital assets that we do not issue, such as SKR, stablecoins, or tokens that claim to track a stock or other real-world asset ("Pair Assets"). Offering a Pair Asset is not an endorsement, and we do not verify its issuer, backing, or legal status. A Pair Asset gives you no rights in any underlying asset unless its issuer grants them. Its issuer or a regulator may freeze, restrict, or redeem it without notice, which may stop you trading a Token paired with it and may stop or reduce fees and Community Allocations paid in it. We may add, suspend, or remove any Pair Asset at any time. Stock tickers, prices, and other market data shown on the Platform are third-party information only, not advice, and not the price of any Token. Any claim about a Pair Asset lies against its issuer, not us.

8. Acceptable Use and Sanctions

8.1. You must not, on or off the Platform:

  • use it for any illegal purpose, including money laundering, fraud, or sanctions evasion;

  • engage in market manipulation, including pump-and-dumps, wash trading, rug pulls, or deceptive promotion, by any means, including bots or AI;

  • post false, misleading, abusive, defamatory, or otherwise harmful content, or anyone's private personal information, impersonate anyone, falsely claim to represent or be endorsed by a cause or idea implementer, or use deceptive AI-generated media;

  • infringe anyone's intellectual property, publicity, or privacy rights;

  • hack, scrape, overload, or reverse-engineer the Platform, or introduce malware;

  • use VPNs or location spoofing to evade our controls; or

  • use any Token for a capital raise, profit-sharing, or tokenised equity or debt, or use the Platform commercially without our written consent.

8.2. You must not use the Platform from, or as a resident or citizen of, any place where doing so is illegal or that is listed as restricted in our Restricted Jurisdictions and Features document ("Restricted Jurisdictions").

8.3. Feature restrictions. Some features are not offered to people who live in, or are located in, certain jurisdictions, as set out in our Restricted Jurisdictions and Features document. This list may change, and the app will show when a feature is unavailable where you are. You represent that you are not resident in, and will not use a feature while located in, any jurisdiction where that feature is not offered.

8.4. You must not use a VPN, proxy, or other means to get around these restrictions. We may block access based on your network location, add jurisdictions, request compliance information, and share data with analytics providers to prevent financial crime.

9. Security and Privacy

9.1. You are responsible for securing your wallet, devices, private keys, and seed phrases. We will never ask for your seed phrase. You are responsible for all activity authorised through your wallet, including by anyone who gains access to it. Notify us promptly of any suspected unauthorised access, wallet compromise, or fake support contact, and reasonably cooperate with any investigation. We are not responsible for losses caused by third-party malware, phishing, spoofing, or impersonation.

9.2. Our Privacy Policy forms part of these Terms and explains how we process data such as wallet addresses, device data, and support messages. Data on public blockchains cannot be deleted. You may opt out of marketing messages at any time; opting out does not stop notices about these Terms or your use of the Platform.

10. Intellectual Property

10.1. We and our licensors own the Platform and our trademarks. We grant you a limited, non-exclusive, revocable, non-transferable licence to use the Platform for personal, non-commercial purposes. You may not use our logos without consent. We may freely use any feedback you give us. Send infringement notices to [email protected].

11. Third Parties; Suspension; Changes

11.1. The Platform relies on third-party services (which may include Meteora, Jupiter, Giveth, wallet providers such as Magic Labs, RPC providers, Filebase/IPFS, PostHog, Tawk.to, backend hosting providers, and app stores such as the Solana Mobile dApp Store) that operate under their own terms and privacy practices. We do not control them and are not responsible for them. Third-party data, such as prices, quotes, and charts, is unverified. Prices, quotes, indexing, backend feeds, and wallet handoffs may fail or lag, and you use them at your own risk. If you get our app from an app store, you must also follow that store's terms, and we, not the store operator, are responsible for the app and its support.

11.2. We may change or discontinue any part of the Platform, and may suspend or terminate your access immediately for any valid reason, including ineligibility, suspected fraud, legal requirements, or attempts to bypass our controls. Assets in your wallet are unaffected, and you may still interact directly with the blockchain and third-party protocols without the Platform. We do not guarantee that off-chain data, such as profiles or display settings, will be preserved.

11.3. We may update these Terms. For material changes, we will use reasonable efforts to give advance in-app notice. Continued use means you accept the changes.

12. Disclaimers

12.1. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE SPECIFICALLY DISCLAIM IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12.2. Precision errors. The Platform, our support channels, and our documentation may use automated tools, including artificial intelligence, to generate, translate, summarise, or calculate information such as prices, fee splits, percentages, token amounts, Cause details, and payout figures. This information can contain errors, including rounding, decimal, unit, timing, and translation errors, or wording that is less precise than intended ("Precision Errors"). You understand and accept this risk. To the extent the law allows, a Precision Error is not a statement of fact, representation, warranty, or promise by us, you agree that it is not a misrepresentation, and we are not liable for any loss it causes. This does not limit our liability for fraud or any liability the law does not allow us to limit.

12.3. Confirm before you rely. Before you rely on any information on the Platform for a decision that matters to you, such as launching, buying, or selling a Token, choosing a Cause, or expecting a payout, you must: (a) check it yourself against the source that controls, such as your wallet's transaction prompt, the Solana blockchain, or the Cause's own records; and (b) if anything is unclear or looks wrong, contact our support, wait for a written reply before acting. If information shown on the Platform differs from what is recorded on-chain or in a transaction you sign, the on-chain record and your signed transaction control. If you act without confirming, you do so at your own risk.

13. Indemnification and Release

13.1. You will defend, indemnify, and hold harmless us, our affiliates, and our and their directors, officers, employees, agents, and contractors (the "Indemnified Parties") from all claims, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Platform, your Tokens, User Content, or any Cause or Idea you choose or describe, your breach of these Terms, or your violation of any law or third-party right.

13.2. You release the Indemnified Parties from all claims, known or unknown, arising from your disputes with other users or third parties, or from the inherent risks of blockchain systems. You waive any right under any law to the effect that a general release does not extend to claims that you do not know or suspect to exist in your favor at the time of giving the release and that, if known by you, would have materially affected your decision to give it.

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR ANY LOSS EXCEPT LOSS CAUSED SOLELY AND DIRECTLY BY OUR WILFUL MISCONDUCT OR ACTUAL FRAUD, OR FOR ANY LOSS RELATED TO USER-CREATED TOKENS; (B) WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR DATA; AND (C) OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES YOU PAID US FOR THE TRANSACTION GIVING RISE TO THE CLAIM.

14.2. Nothing in these Terms excludes or limits liability that the law does not allow to be excluded or limited, including for fraud or for death or personal injury caused by negligence. If you are a consumer with rights under the laws where you live that cannot be waived by contract, these Terms do not affect those rights, and Sections 12 to 14 apply only as far as those laws allow.

15. Governing Law and Disputes

15.1. Unless Applicable Law requires otherwise, these Terms are governed by the Roatán Common Law Code of Próspera ZEDE, Roatán, Honduras, as published at https://pzgps.hn/codification-codificacion-%C2%A7%C2%A7-2-3-4-0-1-0-1001-thru-2-3-4-0-5-0-5004-roatan-common-law-code-rclc/, without regard to conflict of laws principles.

15.2. You must first notify us of any dispute in writing within thirty (30) days so we can try to resolve it informally in good faith.

15.3. Except for individual small claims and claims for equitable relief over intellectual property, all disputes will be finally resolved by confidential, binding arbitration administered by Próspera Arbitration Center LLC ("PAC") under its Rules in force when the claim is filed and the Próspera ZEDE Arbitration Statute 2019 (available at http://pzgps.hn/statutory-enactments/), seated in Próspera ZEDE, Roatán, Honduras, before a single arbitrator, in English. The arbitrator decides questions of scope and arbitrability. Hearings will be held by video conference or on written submissions, unless the arbitrator decides an in-person hearing is necessary, and holding them remotely does not change the seat. If twenty-five (25) or more similar claims are filed, they will proceed in batches, with test cases and mediation first. The award is final, and to the extent the law allows, both parties waive any right to challenge it in court. Judgment on the award may be entered in any court of competent jurisdiction, and the award is a non-domestic commercial award under the New York Convention. If the waiver in Section 15.4 is found unenforceable for any claim, that claim must proceed in court, not in arbitration, and will be stayed until any individual arbitration ends.

15.4. CLASS ACTION AND JURY WAIVER. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND JURY TRIALS ARE WAIVED, EXCEPT WHERE THE LAW DOES NOT ALLOW THIS.

16. General

16.1. These Terms are the entire agreement between you and us. If any provision is invalid, the rest remains in effect, and our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them freely. Nothing here creates a partnership, agency, or employment relationship. No third party has rights under these Terms, except the Indemnified Parties. We are not liable for events beyond our reasonable control (force majeure). Sections 4.2, 10, and 12 through 15 survive termination. The English version prevails over any translation. Additional terms we show for a specific feature form part of these Terms and control for that feature if they conflict. Headings are for convenience only. You consent to receive notices and other communications electronically, including in the app or by posting on the Platform.

16.2. Legal Contact: [email protected]. Privacy Contact: [email protected].