Referral Program Terms

1. Program overview

The UP, Inc. (“UP”) Affiliate / Referral Program (“Program”) allows eligible users to earn referral rewards by referring new users to the UP mobile application.

By participating in the Program, you agree to these Terms and any additional guidelines provided by UP.

2. Referral reward

UP will pay eligible participants $1.00 USD for each Successful Referral they generate, subject to these Terms.

A “Successful Referral” occurs when a person who does not already have an existing UP account downloads the UP mobile application on an eligible iOS or Android device and successfully creates a new UP account through the applicable referral process.

Each individual may qualify as only one Successful Referral, regardless of the number of devices, downloads, or accounts associated with that individual.

3. Eligibility and verification

To participate in the Program, you must:

• Be at least 18 years of age.
• Be a legal resident of the United States or Canada.
• Comply with these Terms and all applicable laws.
• Provide accurate information reasonably required to verify your eligibility and process payments.

To qualify as a Successful Referral, the referred individual must be a new UP user who does not already have an existing UP account, downloads the UP mobile application on an eligible iOS or Android device, and successfully creates a new UP account through the applicable referral process and keeps the account open at least 30 days from activation.

Each referral must be properly attributed to the referring participant through UP’s designated referral mechanism.

UP reserves the right to reject referrals that are duplicate, fraudulent, improperly attributed, generated through prohibited methods, or otherwise ineligible under these Terms.

4. Reward payments

Eligible participants will receive $1.00 USD for each verified Successful Referral.

Rewards are denominated in U.S. dollars. Participants residing in Canada are responsible for any applicable currency conversion fees or exchange-rate differences associated with receiving payment.

Participants may be required to provide payment information and applicable tax documentation before receiving payment.

UP may establish minimum payout thresholds, payment schedules, and additional payment procedures, which will be communicated to participants where applicable.

Participants are responsible for any taxes associated with rewards earned through the Program.

5. Prohibited activities

Participants may not:

• Refer themselves or create multiple accounts to generate rewards.
• Use bots, scripts, automated systems, or other artificial methods to generate referrals.
• Submit false, misleading, or deceptive referral information.
• Engage in spam, unsolicited bulk messaging, or other unlawful promotional activities.
• Misrepresent UP, its services, or the terms of the Program.
• Use fraudulent, deceptive, or otherwise prohibited methods to obtain referral rewards.

UP may withhold, reverse, or cancel rewards associated with suspected fraudulent or prohibited activity.

6. Program modifications and termination

UP reserves the right to modify, suspend, or terminate the Program, including the reward amount, eligibility requirements, or payment procedures, at any time, subject to applicable law.

UP may suspend or terminate a participant’s participation for violations of these Terms or suspected fraudulent activity.

Unless otherwise required by law, changes to the Program will apply prospectively following notice or publication of the updated Terms.

7. Limitation of liability

To the extent permitted by applicable law, UP will not be liable for indirect, incidental, special, or consequential damages arising from participation in the Program, including technical issues affecting referral tracking or reward processing.

8. Disclosure and promotion rules

Whenever you share your referral link, you must clearly disclose that you may earn a reward. Put the disclosure next to the link, for example “#ad” or “I earn a reward if you join UP.” This is required by the U.S. Federal Trade Commission’s Endorsement Guides and applicable Canadian law.

You must follow all applicable marketing laws. These include the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act, and Canada’s Anti-Spam Legislation (CASL). You may send messages or texts only to people who have agreed to receive them from you.

You may not direct referral promotions at children under 13. Referred users must meet the age requirements in UP’s Terms of Service.

You may not make claims about UP’s services that UP has not published, including claims about health, safety, or earnings.

9. Payment processors and payouts

UP administers the Program through Dub Technologies, Inc. (“Dub”). Rewards are paid through Stripe, Inc. (“Stripe”). To receive payouts, you must create a payout account and complete identity verification and tax documentation with these providers. Their terms and privacy policies apply to you.

Rewards are held for at least 30 days so referrals can be reviewed. You can request a payout once your approved balance reaches $10.00 USD.

UP may forfeit a balance:

• if you never complete payout setup within 12 months of earning it;
• if your participation is terminated for violating these Terms; or
• as otherwise permitted by law.

If the Program ends, UP will pay approved balances that meet the payout minimum, as long as payout setup is completed within 90 days of the end date.

10. Privacy

UP collects and uses personal information in connection with the Program as described in the UP Privacy Policy, available at scrollhappy.com/privacy.

To attribute referrals, UP shares limited information with Dub: referral link clicks, app installs, device and network information, and an account identifier for each referred user. To make payouts, Dub and Stripe collect your name, email address, payment details, and identity and tax information. Their handling of that information is governed by their own privacy policies.

UP does not share a referred user’s name or email address with the referring participant.

11. Relationship and brand use

You participate as an independent individual. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between you and UP. You may not make commitments on UP’s behalf.

UP grants you a limited, revocable, non-exclusive license to use the UP name and logo, solely to share your referral link and in the forms UP provides. You may not:

• bid on UP trademarks or brand terms in paid search or social advertising;
• register domains or social accounts that include UP trademarks;
• imply that UP endorses you.

Employees, contractors, and officers of UP, and members of their households, are not eligible to earn rewards.

12. Indemnification

You agree to indemnify and hold harmless UP and its affiliates, officers, directors, employees, and agents from claims, losses, and expenses, including reasonable attorneys’ fees, that arise from:

• your participation in the Program;
• your promotional content or methods; or
• your violation of these Terms or applicable law.

13. Relationship to UP Terms of Service; disputes

These Terms supplement the UP Terms of Service at scrollhappy.com/terms-of-use, which are incorporated by reference. If the two conflict, these Terms control for matters relating to the Program. Any dispute relating to the Program will be resolved under the dispute resolution provisions of the UP Terms of Service.

14. General terms

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where the law of your province or state of residence requires otherwise.

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

UP’s failure to enforce any provision is not a waiver of it.

Questions about the Program can be sent to support@upapp.us. You can also write to WE3 Group, Inc., 600 North Broad Street, Suite 5, Middletown, Delaware 19709.

By participating in the Program, you acknowledge that you have read, understood, and agreed to these Terms.