$10,000,000 Sweepstakes Rules Agreement

By using the App, or buying, selling, swapping, placing it in a DEX liquidity pool, farming, holding, trading, or transacting in UpsideToken (UPSIDE), You acknowledge that You have read, understood, and agree to be bound by the terms and conditions of this $10,000,000 Sweepstakes Rules Agreement (“Agreement”), which may be updated from time to time, without notification, or requirement of notification. 

WHEREAS, We operate the UpsideToken Company and wish to distribute free UPSIDE Tokens to users and operate a Sweepstakes to award Prizes to lucky Winners; 

WHEREAS, We will strive to maintain a stable market for the price of UPSIDE in the initially shallow DEX liquidity pools; 

WHEREAS, The Sweepstakes will be worldwide, and We have not developed a legal expertise in every legal and tax jurisdiction in order to determine the legal and tax impact of our Sweepstakes and Your participation and potential Winnings; 

WHEREAS, We will, over time and through experience, develop more insight and expertise in the laws and tax implications of Sweepstakes in various jurisdictions, including Yours, so this Agreement and these rules will evolve over time; 

WHEREAS, We may be forced to react to laws, regulations, fees, taxes, or other legal actions that impact cryptocurrencies in general or UPSIDE in particular, We may require some freedom of action to modify or change this Agreement; 

WHEREAS, You wish to participate in the Sweepstakes by holding one or more UPSIDE at the time of one or more Sweepstakes, by virtue of holding UPSIDE You agree to the then current terms of this Agreement.

 “We”, “Us”, “Our” and “Company” are terms used interchangeably to refer to the UpsideToken Company LTD., which is incorporated in the British Virgin Islands, and any investors, management team, advisors, employees and contractors working for, or with, the Company. 

UPSIDE”, “Tokens”, “UpsideToken”, and “Upside Tokens" are terms used interchangeably to refer to the digital UPSIDE minted and issued by the Company. “App” and “Application” are terms used interchangeably to refer to the software application built, maintained, and operated by Us to award, distribute, transfer, liquidate, and store UPSIDE. 

You”, “Your”, “User”, and “Users” are terms used interchangeably to describe users of the UpsideToken App and/or anyone who buys, sells, holds, transfers, or transacts in UPSIDE.

Sweepstakes” describes the process of awarding a Claim on UPSIDE to Users. While marketing materials may refer to the Sweepstakes as a “giveaway”, the legal term is Sweepstakes and the rules for such Sweepstakes are defined in this Agreement. We will issue millions of UPSIDE to Users, at no cost to recipients. You acknowledge and affirm that this initial issuance fully satisfies the Sweepstakes requirement to provide free entry to all subsequent Sweepstakes, only so long as You hold one or more whole UPSIDE as described below.

Winner” and “Winners” are terms used to describe the qualified individual(s) who win one or more Sweepstakes through a random drawing described below. The qualification requirements are defined herein. 

Prize”, “Prizes”, or “Winnings” are terms used interchangeably to describe a Claim on Tokens awarded to individuals who have been selected in the Sweepstakes. The number of UPSIDE associated with each Claim on Tokens assigned to each Winner shall be determined by the following formula: One million US dollars ($1,000,000) divided by the current market price of the UPSIDE at the time of Sweepstakes. This formula is subject to change in the case of an accelerated Final Sweepstakes as described later in this Agreement. However, each Winner will only receive tokens once We have swapped UPSIDE for the coins or tokens We provide You, e.g. ETH, UST, etc. and the actual value of those coins or tokens transferred will depend solely on the market prices We receive in our efforts to affect an orderly process of exchanging Your Claim on Tokens for more liquid coins or tokens. We will make commercially reasonable efforts to preserve the $1,000,000 value of the UPSIDE at the time of the Sweepstakes, but this will depend solely on the market price in DEX liquidity pools. 

DEX” or “DEXs” refers to one of many distributed exchanges, such as Uniswap, used to swap between UPSIDE and other tokens as a means of acquiring or liquidating UPSIDE. 

Claim on Tokens” refers to the fact that We will not transfer actual UPSIDE to Sweepstakes Winners’ wallets. The reasoning is that early tokens tend to have very limited liquidity and large buy or sell orders can move pricing in such a way that is disadvantageous to people swapping into or out of UPSIDE. Instead, We indicate that You have a Claim on Tokens, and then We will attempt to liquidate them in an orderly manner, ideally in private transactions, to avoid whipsawing the market prices up and down. To be abundantly clear, You will not receive UPSIDE, You will receive another more liquid token or coin only after We are able to exchange the UPSIDE tokens associated with Your Claim on Tokens for a more liquid token or coin. One goal of this approach is to prevent You from winning and paying taxes on a $1,000,000 prize, but then You sell Your UPSIDE in bulk and, because of price slippage, You only receive $500,000, so that much or all of Your actual Winnings goes to taxes. Instead, if You win, You will get a number of highly liquid tokens with sufficient liquidity, and priced at transfer, to avoid or minimize the scenario above. However, You acknowledge that prices vary over time and You may or may not get the full $1,000,000 value in tokens and hereby understand and accept this market-driven reality. You further acknowledge that when selling the tokens or coins after We transfer them to Your wallet, You may receive more or less than the value at the time of transfer to Your wallet. 

$10,000,000 Sweepstakes” refers to the total value of the Sweepstakes Prizes issued to ten (10) Winners in each Sweepstakes, subject to the terms and conditions described herein. The ten million ($10,000,000) amount is determined by multiplying ten (10) Winners, times the one million dollars ($1,000,000) in the form of a Claim on Tokens allocated to each Winner. We will then exchange the underlying UPSIDE for a more liquid token or coin that will be transferred to You. 

We operate the UpsideToken company, which includes building and maintaining the App, the infrastructure to operate the UpsideToken community and its transactions, distribution of initial free UPSIDE, operating the Sweepstakes, and exchanging Winners’ Claim on Tokens for a more liquid token which will be ultimately distributed to Winners. While We hope that other entities will participate in building apps, providing liquidity to liquidity pools, and farming liquidity pool tokens, among other community enriching activities around UPSIDE, We cannot assume that such engagement will happen beyond what We provide now and will provide in the future. We make no promises whatsoever as to the value of UPSIDE now or in the future, or any support of the community now or in the future for Winners. 

We operate the Sweepstakes, making commercially reasonable efforts to maintain the integrity of the Sweepstakes and the random selection of Winners. While each whole UPSIDE is an entry into each Sweepstakes, there is no fee to enter the Sweepstakes, and no subsequent costs imposed by Us on Winners, to collect their Winnings, once We have exchanged them into a more liquid token or coin. 

No other entity, including You and other UPSIDE holders, are responsible for operating the Sweepstakes or selecting or distributing the Prizes. By accepting this Agreement, You acknowledge that We are the sole operators of the Sweepstakes. These Sweepstakes are not sponsored, endorsed, administered by, or associated with Instagram, TikTok, Facebook, Twitter, YouTube, Telegram, Reddit, or any other entity other than the Company. You should not contact any other entity about the Sweepstakes, other than Us. 

You acknowledge and agree that the initial free UPSIDE distributed concurrently with the launch of UPSIDE trading will in all probability represent Your only opportunity to acquire a free Sweepstakes entry to all future Sweepstakes. If You fail to acquire one or more free Tokens, or sell or trade Your free Tokens, You will not be able to gain free access to future sweepstakes. You hereby accept this reality and waive any claim You might have for a free Sweepstakes entry, other than those entries derived from holding one or more whole UPSIDE. 

While We attempt to follow all applicable laws, the Company makes no representation that its Sweepstakes are legal for UPSIDE holders in any specific city, state, province, or country. Determination of the legality of the Sweepstakes is solely Your responsibility. If, for any reason, a legal entity presents a lawful injunction, or in any other way legally prevents Us from awarding any Sweepstakes prize to You, the following options, in the priority below, will be used, if available and legal in the Winner’s jurisdiction: 

  • (a) You assign another person to receive the winnings;
  • (b) You assign the winnings to a valid and legal charity of Your choice;
  • (c) We select an alternate winner.

If a Sweepstakes Prize is distributed to You, after exchange from Your Claim on Tokens, and Your local legal entity in Your jurisdiction later informs Us that the Sweepstakes was not legal in Your jurisdiction, You agree to return the Prize to Us and to hold Us harmless for any taxes, expenses, or costs of any kind resulting from collecting the Prize or from the relevant tax authority for Your jurisdiction. In such cases, You agree to hold Us harmless against any fees or costs imposed by the relevant tax authority, banks, or government. If, as a result of such actions, tokens are returned to Us, We will distribute the returned tokens in a special Sweepstakes, so that We are in no way benefiting from such actions at the expense of Users. 

You understand that We do not withhold or retain any tokens or money from Your Winnings for the purpose of satisfying Your tax obligations now or in the future. You agree and confirm that You are solely responsible for any and all taxes due on Your Winnings, regardless of who the local authority holds responsible, and You agree to pay all such taxes due. If Your local authority holds Us responsible for any tax withholding amounts, You agree to return all such amounts to Us as are necessary to satisfy all tax and/or financial requirements—such as fees, penalties, legal, or other costs—imposed by, or resulting from, the local authorities actions. You further agree to hold Us harmless against any and all amounts due to the local authorities, including any penalties, sales taxes, or any other such taxes or fees. If We are forced to take legal action to enforce the terms of this paragraph, You agree to pay all of Our legal fees to enforce Our rights as stated herein. 

Subject to the aforementioned, if We discover an obligation to withhold taxes from Prizes in any location, We will, from that point forward, alter our procedure to withhold taxes as necessary to comply with local laws. This last line of this paragraph does not constrain Your obligation to Us should a local authority find Us responsible for taxes on Your Prize(s). 

We will, once made aware, comply with all local taxation and legal authorities in Your area and provide revenue receipts as necessary to such entities. You also agree to provide all information about such transactions to Your taxing authorities in order to pay any and all taxes, penalties, and fees due from Your Prize(s). 

If You win a Prize, You agree that You are solely responsible for paying any and all legal taxes or fees on that Prize as applicable in Your location. Please be advised that We will work with tax authorities as necessary to satisfy Our taxes and fees related to Your Prize(s). We will not withhold any taxes on Winnings unless and until We are notified by the specific tax authority of the legal requirement to do so. We will issue revenue receipts to the applicable tax and government authorities, as required in the applicable jurisdictions where Winners reside. 

Because of various banking restrictions, and Our desire to distribute UPSIDE as widely as possible, We will make commercially reasonable efforts to prevent bots from creating accounts in our App. We will also exercise commercially reasonable efforts to prevent each User from having more than one account in the App. If We find that You have, at any time, maintained more than one account for collecting free Tokens, You will forfeit all Prize(s) now and in the future. If You forfeit Your Prize(s) for maintaining more than one account in the App for collecting free Tokens, You agree to forfeit all future Prizes and to hold the Company harmless for refusing to transfer Your Winnings to You. You further agree to provide all requested information necessary for the company to identify You and discover whether You have more than one account. 

Only those UPSIDE Tokens distributed at no cost, or later acquired via an exchange or private transaction, are eligible for selection in the Sweepstakes. UPSIDE held by the Company in treasury, as well as those UPSIDE issued to Company management, employees, contractors, advisors and investors, shall NOT be eligible to participate in any Sweepstakes until such time as they are sold, transferred or gifted to another entity prior to the Sweepstakes in which they will be included. 

Entry into any Sweepstakes is based on the holder of each whole UPSIDE at the time of the Sweepstakes. Since We are issuing several million free UPSIDE, there is no fee to enter in the Sweepstakes drawing. The free UPSIDE We issue are then eligible for every subsequent Sweepstakes drawing under the name of the current holder at the time of each subsequent Sweepstakes drawing. The free UPSIDE offered in the early days of the UPSIDE are Your one and only opportunity to participate in every future Sweepstakes drawing for free. If You transfer or sell Your free UPSIDE to another entity, that entity then has the right to participate in future Sweepstakes drawings. By using the App, buying, holding, earning, exchanging, or in any other way owning UPSIDE, You agree that the free UPSIDE issued initially fully satisfies our requirement to provide free entries to the Sweepstakes and You agree to hold Us harmless for the requirement to provide free entries to Sweepstakes. 

You acknowledge that the availability of free Tokens, to gain free entry into the Sweepstakes, shall begin upon the launch of the App and shall terminate when all free UPSIDE have been distributed. We may issue additional free Tokens, but there is no guarantee of that. 

You acknowledge that only individuals who are 18 years old or older may participate in the Sweepstakes. You confirm that You are 18 years old or older. If You are determined to be under 18 years of age at the time that You Win a Sweepstakes, You agree to forfeit Your Winnings for that Sweepstakes and agree to hold the Company harmless for any legal recompense for forgone Winnings. 

You acknowledge that if and when the Company discovers that these Sweepstakes are illegal in any jurisdiction, Company shall prohibit all Winners from that jurisdiction from participating in any future Sweepstakes. Such a list of illegal jurisdictions shall evolve over time, and You agree to accept that risk and hold Us harmless for all such changes or potential lost Winnings. 

Winners shall be selected via a random drawing based upon the number of entries per digital wallet. Your number of entries in each Sweepstakes drawing are based solely upon the number of “whole” UPSIDE held in Your wallet at the time of the Sweepstakes. This means that if You hold 3.99 Tokens, You have only 3 entries in the next Sweepstakes drawing. Since We base entries on the current wallet holding the Tokens, if You have 2.99 UPSIDE in one wallet and 3.99 UPSIDE in another, the total number of entries across these wallets is 5 (2 UPSIDE + 3 UPSIDE). However, if You combined the contents of these wallets into a single wallet, You would have 6.98 UPSIDE, entitling you to 6 entries in the current Sweepstakes. 

Company shall execute a Sweepstakes for each new $1 dollar in price level achieved, at an average price for 24-hours (“Price Level”). For example, this means that if the price spikes very temporarily to $10, but maintains an average price for 24-hours of $5, then the price level achieved shall be $5, not $10. 

Each Sweepstakes is based upon achieving a new Price Level, meaning a Price Level achieved for the first time only. For example, if UPSIDE starts trading at $1 and then trades up to $2, for the first time, and maintains that average price for 48-hours, this will trigger a Sweepstakes for the $2 level. However, if the price then dropped to $1 and once again traded at the $2 level, the $2 Price Level will not trigger a Sweepstakes because the Sweepstakes for the $2 level had already occurred. The UPSIDE price would have to get to the $3 level to trigger another Sweepstakes. 

We cannot predict the Price Level achieved during initial trading. Furthermore, because the initial Price Level could be high, the first Sweepstakes will be triggered by the average price maintained for 120- hours. If, solely for example, the average initial trading price for 120-hours was $100, then the Company will run a Sweepstakes for 1,000 winners, each receiving a Claim on Tokens for 10,000 UPSIDE, since 10,000 UPSIDE times $100 price equals one million US dollars ($1,000,000). Under this scenario, used solely as an example of how the math works, and certainly not a suggestion of the initial price target, the Company would then carefully exchange these tokens over time for a more liquid token such as ETH or UST or similar, which would then be sent to Winners’ wallets. 

Sweepstakes for each new Price Level shall cease once the Sweepstakes for the one-hundred-dollar ($100) Price Level (“Final Sweepstakes”) has been completed. At the sole option of the Company, We may terminate the Sweepstakes early by issuing the same Claim on Tokens, for the same amount of UPSIDE as would happen were the Sweepstakes to run to the $100 price level. For example only, if the UPSIDE price was at $40, and there was pending cryptocurrency regulation that would make our Sweepstakes illegal, We might trigger the remaining Sweepstakes at a $50 Price Level. In this case, there would be 10 Winners at the $50 level, each receiving a Claim on Tokens for 20,000 UPSIDE ($1,000,000 / $50). Then 10 Winners would each receive a Claim on Tokens for 19,607.843 UPSIDE ($1,000,000 / $51) and so on until the last group of 10 Winners would each receive a Claim on Tokens for 10,000 UPSIDE ($1,000,000 / $100). This is the only way We can ensure that We have allocated the appropriate number of UPSIDE in our treasury for the Sweepstakes. Our objective is to run the Sweepstakes to the $100 Price Level, but We need flexibility to terminate early, as described. The early termination option enables Us to satisfy this objective while being able to respond to a changing business or regulatory environment. In such early termination, You hereby agree to accept a Claim on Tokens, subsequently exchanged for more liquid tokens or coins based solely on the formula described above and You waive any and all claims You might have under any other formulas, including but not limited to waiting until the $100 Price Level. 

If You file any lawsuit against the Company related to an early termination of the Sweepstakes, or related to the number of tokens You receive from Your Claim on Tokens, or the time it takes to execute an exchange of Your Claim on Tokens, You agree to forfeit all right to all Winnings now and in the future. 

If You Win a Sweepstakes, We may require that You identify Yourself and send us some small fraction of an UPSIDE to verify Your ownership of that wallet and Your identity. Once We have verified Your ownership, and Your identity and home address, and that You are a valid winner—e.g. over 18 years old, never collected free UPSIDE in more than one account or used a bot to collect Tokens—We will assign You a Claim on Tokens and begin exchanging those UPSIDE for a more liquid coin or token.

You agree to assume sole responsibility for the taxes on Your Winnings regardless of the current and/or future market value of each coin or token issued to Your wallet. You may immediately reject the transfer of Your Winnings to You, if You are concerned about the cost of taxes, but once You accept the transfer of Your Winnings, You explicitly accept the market risk of the coin or token price going forward and all taxes due. 

You acknowledge that the Company, and/or other investors, or holders of UPSIDE may buy or sell UPSIDE at any time after trading begins. You further acknowledge that, as is human nature, all parties and/or individuals will attempt to sell their UPSIDE when the value is high and buy UPSIDE when the value is low. By accepting these terms, You agree to waive any claims of timed sales to maximize value on behalf of the Company and/or investors, founders, team, employees, contractors, advisors, and holders of UPSIDE, and You agree to waive any and all legal claims You might have against them for such actions. In fact, buying weakness and selling strength is the best way to stabilize the UPSIDE price and ensure its viability and longevity, so be aware that the Company, founders, team members, and holders of UPSIDE may buy and sell in such a manner to stabilize the UPSIDE price, but there is no assurance that any such activity will actually work to stabilize the price or in any way reduce price volatility. 

The Company has or will create Two Hundred and Fifty Million UPSIDE (“Token Cap”). Many of these are retained in our treasury for Sweepstakes awards. Our goal is for UPSIDE to increase in price over the long-term, subject to normal market fluctuations. We cannot in any way guarantee long-term appreciation, but that is a goal of the Company. This stands in stark contrast to fiat currencies that are issued in large and regular amounts, resulting in steadily declining purchasing power. Our goal is to provide an appreciating alternative to this flawed system. This is why We named our Token UpsideToken. 

You further acknowledge and accept that the Company may issue additional free UPSIDE at any time, subject to the Token Cap, from UPSIDE included in the initial minting and held in the treasury of the Company. Free issuance of UPSIDE by the Company may achieve Company goals, including but not limited to satisfying Claims on Tokens for Sweepstakes Winners and/or expanding the number of UPSIDE users. These UPSIDE are already allocated in the Token Cap, they are not exceeding the Token Cap. However, issuing additional Tokens, whether free, won as Claims on Tokens in Sweepstakes, or sold, will further dilute the number of UPSIDE in the market, the float, and may result in a lower UPSIDE price. While our goal is to have an increasing price, which enables additional Sweepstakes, this is not the sole goal of the Company, and You agree hold Us harmless and waive any and all legal liability by the Company for taking such actions, subject to the Token Cap. 

This Agreement shall be governed by the laws of the British Virgin Islands, notwithstanding its conflict of law rules. Any suit, action or proceeding arising out of or relating to this Agreement shall be brought in the court of the British Virgin Islands, and both parties consent to jurisdiction and venue in such courts for the purposes of any suit, action or proceeding arising out of or relating to this Agreement. 

This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings, and communications, oral or written, between the parties concerning its subject matter. This Agreement may be updated by the Company from time to time without duty of notification to You. 

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such unenforceable provision(s) shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions, while maintaining the spirit of this Agreement.