Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you", "your", or "User") and UpLevel Technologies LLC ("UpLevel", "we", "us", or "our") governing your access to and use of our platforms, applications, and services, including:

• AirFrens® - Digital collectibles and social platform
• Vessel - AI-powered therapy enhancement platform
• Fram3s - Next-generation digital platform
• Bit3 Wallet - Cryptocurrency wallet for Aptos blockchain
• FomoCam - AI photo sharing and creator monetization app

By accessing or using any of our Services (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

IMPORTANT: These Terms contain an arbitration clause and class action waiver that affects your legal rights. Please read Section 18 carefully.

2. Eligibility

To use our Services, you must:

• Be at least 13 years old (16 in the EU, 18 for Vessel)
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using our Services under applicable laws
• Provide accurate and complete registration information

Vessel: Users must be 18+ or have parental/guardian consent. Therapists must maintain valid professional licenses.

Bit3 Wallet: Users must be legally permitted to hold and transact cryptocurrency in their jurisdiction.

By using our Services, you represent and warrant that you meet these eligibility requirements.

3. Account Registration and Security

3.1 Account Creation

• You must create an account to access certain features
• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• You are responsible for all activities under your account

3.2 Account Security

• Keep your password and credentials confidential
• Notify us immediately of any unauthorized access
• You are responsible for safeguarding your account
• Bit3 Wallet: You are solely responsible for securing your private keys and seed phrases

3.3 Account Termination

We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or for any other reason at our discretion. You may delete your account at any time.

4. User Content and Conduct

4.1 User Content

You may create, upload, post, or share content ("User Content") through our Services. You retain ownership of your User Content, but grant us certain rights as described below.

4.2 Content License

By posting User Content, you grant UpLevel a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with operating and providing the Services.

4.3 Content Restrictions

You agree not to post User Content that:

• Violates any law or regulation
• Infringes on intellectual property rights
• Contains hate speech, harassment, or discrimination
• Contains explicit sexual content or child exploitation material
• Promotes violence, terrorism, or illegal activities
• Contains malware, viruses, or harmful code
• Impersonates others or misrepresents affiliation
• Contains false or misleading information
• Violates the privacy rights of others

4.4 Content Moderation

We reserve the right (but have no obligation) to monitor, review, and remove User Content that violates these Terms or is otherwise objectionable.

4.5 Prohibited Conduct

You agree not to:

• Use our Services for any illegal purpose
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our Services
• Use automated systems (bots, scrapers) without permission
• Reverse engineer or decompile our software
• Sell, rent, or sublicense access to our Services
• Collect user data without authorization
• Manipulate metrics or engagement (fake likes, follows, etc.)

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, functionality, designs, logos, trademarks, and other intellectual property in our Services are owned by UpLevel or our licensors and are protected by copyright, trademark, and other intellectual property laws.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for personal, non-commercial purposes, subject to these Terms.

5.3 Trademarks

AirFrens®, Vessel, Fram3s, Bit3 Wallet, FomoCam, and associated logos are trademarks of UpLevel Technologies LLC. You may not use these trademarks without our prior written consent.

5.4 Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant us the right to use such feedback without any obligation to you.

6. Digital Assets and Blockchain

6.1 NFTs and Digital Collectibles

AirFrens, FomoCam: NFTs and digital collectibles are blockchain-based assets subject to:

• Ownership is recorded on public blockchain networks
• Transactions are irreversible and permanent
• We do not control blockchain networks
• You are responsible for understanding NFT technology
• Values are volatile and may fluctuate
• We make no guarantees about NFT value or liquidity

6.2 Cryptocurrency Wallet (Bit3 Wallet)

Bit3 Wallet specific terms:

• Non-Custodial: We do not hold or control your private keys
• Your Responsibility: You are solely responsible for securing your private keys and seed phrases
• No Recovery: Lost private keys cannot be recovered. We cannot access your wallet or funds
• Transaction Fees: Blockchain network fees (gas fees) apply to all transactions
• Irreversible Transactions: Cryptocurrency transactions cannot be reversed
• No Investment Advice: We do not provide investment, tax, or legal advice

6.3 Marketplace Transactions

• Creator fees and royalties are enforced through smart contracts
• Platform fees apply to marketplace transactions
• Disputes are resolved according to these Terms
• We do not guarantee the authenticity of third-party NFTs

6.4 Tax Obligations

You are responsible for determining and paying any applicable taxes on cryptocurrency transactions and NFT sales.

7. Healthcare Services (Vessel)

7.1 Not a Substitute for Professional Care

IMPORTANT: Vessel is a therapeutic tool designed to enhance therapy outcomes but is NOT a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of qualified healthcare providers.

7.2 Emergency Situations

If you are experiencing a mental health emergency or crisis, immediately contact emergency services (911 in the US), the National Suicide Prevention Lifeline (988), or go to your nearest emergency room.

7.3 Therapist Responsibility

• Therapists are independent licensed professionals
• UpLevel does not employ therapists
• Therapists are responsible for their own professional conduct
• Patient-therapist relationships are governed by professional ethics

7.4 HIPAA Compliance

For therapeutic data, we act as a Business Associate under HIPAA. Our HIPAA Business Associate Agreement is available upon request.

7.5 Informed Consent

By using Vessel, you acknowledge understanding:

• The AI-guided reflection tool has limitations
• Your data is shared with your designated therapist(s)
• AI insights are not diagnostic or prescriptive
• You have the right to discontinue use at any time

8. Payment Terms

8.1 Fees and Pricing

• Certain features require payment of fees
• Fees are stated in USD (or cryptocurrency equivalent)
• Prices may change with notice
• All fees are non-refundable except as required by law

8.2 Subscriptions

• Subscriptions automatically renew unless cancelled
• You will be charged in advance for each billing period
• Cancel anytime to avoid future charges
• Cancellation takes effect at the end of the current billing period

8.3 Payment Processing

• Payments processed through secure third-party processors
• You authorize us to charge your payment method
• Update payment information to avoid service interruption

8.4 Refund Policy

• Digital purchases and NFTs are generally non-refundable
• Subscription refunds at our discretion for unused service
• Blockchain transaction fees are non-refundable
• Contact support for refund requests

9. AI and Machine Learning

9.1 AI-Generated Content

Our Services use artificial intelligence and machine learning, including:

• Vessel: AI-guided therapeutic prompts and insights
• FomoCam: AI photo enhancement and filter effects
• AirFrens: AI-powered recommendations and curation

9.2 AI Limitations

• AI systems may produce inaccurate or unexpected results
• We do not guarantee the accuracy of AI-generated content
• Human review and judgment should be applied
• AI outputs are not professional advice

9.3 Training Data

• AI models may be trained on aggregated, anonymized data
• Your data will not be used for AI training without consent
• HIPAA-protected data (Vessel) is never used for AI training

10. Third-Party Services

Our Services may integrate with or link to third-party services:

• Payment processors (Stripe, Apple Pay, Google Pay)
• Blockchain networks (Aptos, etc.)
• Social media platforms
• Analytics and advertising services

We are not responsible for third-party services. Your use of third-party services is subject to their terms and policies.

11. SMS and Text Messaging Services

11.1 SMS Consent and Terms

By providing your mobile phone number and opting in to receive SMS/text messages from UpLevel, you expressly consent to receive text messages at the number provided. This consent applies to:

• Transactional Messages: Account verification, security alerts, password resets, order confirmations, and other service-related messages
• Informational Messages: Appointment reminders (Vessel), platform updates, feature announcements, and service notifications
• Marketing Messages: Promotional offers, new product announcements, and marketing communications (requires separate opt-in)

11.2 Message Frequency and Costs

• Message frequency varies based on your account activity and preferences
• Marketing messages: up to 10 messages per month (if opted in)
• Transactional and informational messages: frequency varies based on your usage
• Message and data rates may apply based on your mobile carrier plan
• You are responsible for all carrier charges related to SMS messages

11.3 Opt-In and Opt-Out

• Opt-In: Your consent to receive SMS messages is voluntary and not required to use our Services
• Opt-Out: You may opt-out at any time by:
  • Texting STOP, END, CANCEL, or UNSUBSCRIBE to any message
  • Updating your notification preferences in your account settings
  • Contacting us at support@uplevel.llc
• Confirmation: After opting out, you will receive a one-time confirmation message
• Future Messages: After opting out, you will no longer receive SMS messages except as required by law or for critical security notifications

11.4 SMS Support and Help

For help with SMS services, you may:

• Text HELP to any message to receive assistance information
• Email us at support@uplevel.llc
• Visit our support page at uplevel.llc/contact

11.5 Supported Carriers and Devices

Our SMS services are compatible with most major US mobile carriers including AT&T, Verizon, T-Mobile, Sprint, U.S. Cellular, and other participating carriers. Availability may vary by carrier and device.

11.6 SMS Data Collection and Privacy

When you opt in to SMS messaging, we collect and store:

• Your mobile phone number
• Mobile carrier information
• Date and time of consent
• Method of consent (web form, text message, verbal, etc.)
• Message delivery status and interaction data
• Opt-in and opt-out history

We maintain records of your SMS consent for compliance and legal purposes. For more information, see our Privacy Policy.

11.7 TCPA Compliance

We comply with the Telephone Consumer Protection Act (TCPA) and all applicable regulations governing SMS communications. We will not:

• Send SMS messages without your prior express written consent
• Use automatic telephone dialing systems without consent
• Send marketing messages after you have opted out
• Share your mobile number with third parties for marketing without consent

11.8 SMS Service Limitations

• We do not guarantee delivery of all SMS messages
• Messages may be delayed or undelivered due to carrier issues, network congestion, or device limitations
• We are not responsible for charges incurred from your mobile carrier
• SMS services may be suspended or discontinued at any time with or without notice
• We reserve the right to terminate SMS access for violations of these Terms

11.9 HIPAA Compliance for SMS (Vessel)

Vessel Users: SMS messages related to Vessel may contain Protected Health Information (PHI), including appointment reminders and therapy session notifications. By opting in to SMS for Vessel:

• You acknowledge that SMS is not a fully secure communication method
• You consent to receive PHI via SMS with the understanding of potential security risks
• We implement industry-standard security measures to protect PHI in SMS communications
• All SMS communications containing PHI are encrypted in transit
• You may opt-out of PHI-containing messages at any time without affecting your care

12. Privacy and Data Protection

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our Services, you consent to our data practices as described in the Privacy Policy.

13. Disclaimers and Warranties

13.1 "As Is" Basis

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy, reliability, or availability
• Freedom from errors or viruses

13.2 Service Availability

We do not guarantee that our Services will be:

• Always available or uninterrupted
• Free from errors, bugs, or defects
• Secure or free from unauthorized access
• Compatible with all devices or platforms

13.3 Investment Disclaimer

CRYPTOCURRENCY AND NFTS ARE SPECULATIVE AND HIGHLY VOLATILE. WE DO NOT PROVIDE INVESTMENT ADVICE. YOU ACKNOWLEDGE THE RISK OF TOTAL LOSS.

13.4 Medical Disclaimer (Vessel)

VESSEL IS NOT A MEDICAL DEVICE AND DOES NOT PROVIDE MEDICAL DIAGNOSIS OR TREATMENT. ALWAYS CONSULT QUALIFIED HEALTHCARE PROFESSIONALS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPLEVEL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• COST OF SUBSTITUTE SERVICES
• BUSINESS INTERRUPTION
• LOSS OF CRYPTOCURRENCY, NFTS, OR DIGITAL ASSETS

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• $100 USD, OR
• THE AMOUNT YOU PAID TO US IN THE PAST 12 MONTHS

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification

You agree to indemnify, defend, and hold harmless UpLevel and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of third parties
• Your User Content
• Your cryptocurrency transactions or NFT activities

16. Termination

16.1 By You

You may stop using our Services and delete your account at any time.

16.2 By Us

We may suspend or terminate your access to our Services at any time, with or without notice, for:

• Violation of these Terms
• Fraudulent, illegal, or harmful activity
• Extended periods of inactivity
• Technical or security reasons
• Any other reason at our discretion

16.3 Effect of Termination

• Your right to use our Services immediately ceases
• You remain liable for obligations incurred before termination
• Certain provisions survive termination (IP rights, disclaimers, arbitration)
• Bit3 Wallet: Export your data before termination; we cannot recover lost keys

17. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Subject to the arbitration provisions below, you agree to submit to the exclusive jurisdiction of courts located in Delaware for resolution of disputes.

18. Dispute Resolution and Arbitration

18.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@uplevel.llc to seek informal resolution. We will attempt to resolve disputes informally within 60 days.

18.2 Binding Arbitration

IF INFORMAL RESOLUTION FAILS, YOU AGREE THAT ALL DISPUTES SHALL BE RESOLVED THROUGH BINDING ARBITRATION, EXCEPT:

• Small claims court actions (if eligible)
• Intellectual property disputes
• Claims for injunctive relief

18.3 Arbitration Rules

• Administered by the American Arbitration Association (AAA)
• Conducted under AAA Consumer Arbitration Rules
• One arbitrator selected according to AAA rules
• Location: Delaware or mutually agreed location
• Each party bears their own costs unless required by law

18.4 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS.

18.5 Opt-Out

You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@uplevel.llc with your name, address, and clear statement of opt-out.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and UpLevel regarding our Services.

19.2 Modifications

We may modify these Terms at any time. Material changes will be notified via email or prominent notice. Continued use after changes constitutes acceptance.

19.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

19.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

19.5 Assignment

You may not assign these Terms. We may assign these Terms to any affiliate or in connection with a merger or sale.

19.6 No Agency

No agency, partnership, joint venture, or employment relationship is created by these Terms.

19.7 Force Majeure

We are not liable for failures due to events beyond our reasonable control (natural disasters, war, pandemics, network failures, blockchain network issues, etc.).

19.8 Export Compliance

You agree to comply with all export control and sanctions laws. Our Services may not be used in embargoed countries or by prohibited persons.

20. Contact Information

For questions about these Terms, please contact us:

21. Product-Specific Terms

AirFrens®

• Creator fees range from 0% to 10% per transaction
• Platform fees apply to all marketplace transactions
• Community guidelines prohibit spam and manipulation

Vessel

• Therapists must maintain current professional licenses
• Patient-therapist matching is not guaranteed
• Missed appointments may incur fees
• Crisis resources available 24/7

Bit3 Wallet

• Supported on iOS with Apple Keychain Services
• You must backup your seed phrase securely
• We cannot recover lost seed phrases or private keys
• Gas fees required for all blockchain transactions

FomoCam

• Daily competitions determine top 10 photos
• NFT minting fees apply to top 10 photos
• Creator royalties on all secondary sales
• AI Film Rolls may be added or removed

Fram3s

• Pre-launch features are subject to change
• Launch date not guaranteed
• Full terms will be provided at launch