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UPWEFORGE TERMS OF SERVICE

Effective date: 1 October 2026. These Terms of Service (the "Terms") are a binding agreement between NightEase Solutions LLC, a Wyoming limited liability company operating the UpWeForge universe of digital products (the "Company," "we," "us", or "our"), and you, the person who creates an account or subscribes (the "Member," "you"). If you also enroll as an affiliate, the separate Affiliate Agreement and Compensation Plan additionally apply.

1. Acceptance; Eligibility; Electronic Assent ↑

1.1 By creating an account, subscribing, or using the Services, you agree to these Terms and to our Privacy Policy, available at https://upweforge.com/privacy and effective as of 1 October 2026, incorporated by reference.

1.2 You must be a natural person of the legal age of majority in your jurisdiction (baseline 18) with capacity to contract. The Services are not directed to children under 13, and we do not knowingly collect their data (COPPA).

1.3 You consent to transact electronically; your acceptance is valid under the E-SIGN Act, 15 U.S.C. § 7001.

1.4 To participate in the optional affiliate/earning program, you must additionally be of the legal age to earn income in your country and complete identity/age verification (KYC) before any payout, per the Affiliate Agreement.

2. The Services ↑

2.1 The Company provides digital subscription products (educational, wellness, productivity, and community tools) at ascending service tiers (L1–L5), purchased for the value of the product itself.

2.2 We may modify, replace, suspend, or discontinue any Services or features in our discretion, subject to legally required notices and remedies; if we discontinue or materially reduce a paid feature during a prepaid subscription period, we may provide a reasonably comparable replacement feature or a prorated refund for the affected portion of the subscription period. Material changes affecting paid features will be communicated.

2.3 The Services are tools and do not provide medical, legal, financial, or other professional advice (see §13).

3. Accounts; Anonymity; Security ↑

3.1 The universe is designed to permit participation under an anonymous handle; we generally do not require your legal name to use the Services, except where identity information is required or collected for payments, legal compliance, fraud prevention, security, or other purposes described in the Privacy Policy.

3.2 Your private content is protected under a sealed-vault (client-side encryption) architecture designed so that the Company cannot read it in the ordinary course, subject to technical, operational, security, and legal-compliance limitations. We do, however, record product-usage metadata (e.g., logins, sessions, features used, retention) to operate and improve the Services and to evidence genuine use — this is usage data, not your private content. Our collection, use, retention, and disclosure of personal information and usage data are governed by the Privacy Policy, which controls in the event of any conflict with these Terms. You are responsible for safeguarding your passphrase/recovery credentials; lost credentials may render encrypted content unrecoverable.

3.3 One account per person; you are responsible for activity under your account.

3.4 Identity information collected for legal compliance (e.g., KYC/tax, for earning Members) is handled in accordance with the Privacy Policy and may be used or disclosed as necessary for legal, compliance, payments, fraud prevention, security, service providers, audits, enforcement of these Terms, or as otherwise permitted or required by law.

4. Subscriptions, Billing & Automatic Renewal ↑

4.1 Recurring subscription. Paid tiers are billed on a recurring basis (monthly unless stated). Before you subscribe, we present the price, billing frequency, renewal terms, and cancellation method clearly and conspicuously, and obtain your affirmative consent, consistent with the Restore Online Shoppers' Confidence Act (ROSCA), 15 U.S.C. §§ 8401–8405, and applicable state automatic-renewal laws (e.g., Cal. Bus. & Prof. Code § 17600 et seq.).

4.2 Auto-renewal. Your subscription automatically renews at the then-current price for successive periods until you cancel. We will provide any renewal, price-change, or periodic/annual reminder notices required by law, and a retainable post-purchase confirmation of the terms and cancellation method.

4.3 Payment processing. Payments are processed by Stripe; depending on availability you may pay by fiat or stablecoin (e.g., USDC) through Stripe. By subscribing you authorize recurring charges to your selected payment method, and you represent that you are authorized to use it.

4.4 Taxes. Prices may be exclusive of applicable taxes, which may be added.

5. Cancellation ↑

5.1 You may cancel at any time through your account settings or the cancellation method disclosed at signup — a simple, at-will mechanism.

5.2 Cancellation stops future renewals; access continues through the end of the paid period. We do not impose penalties or retention hurdles for cancelling.

6. Refunds ↑

Refunds are governed by our Refund Policy, incorporated by reference. Except as that policy or applicable law provides, subscription fees are non-refundable for partial periods.

7. The Referral / Earning Program (optional) ↑

7.1 Any opportunity to earn is optional and secondary to using the product, is single-level (you may be recognized only for Members you directly refer — no endless chain), and pays only a share of genuine subscription payments, never a fee for recruiting.

7.2 Nothing is guaranteed; the Company makes no representation or promise of income, and most participants should not expect significant income and may earn nothing (see the Income Disclosure Statement).

7.3 You may not misrepresent the program, make unauthorized income claims, or use "MLM/upline/downline/pyramid/get-rich" framing.

7.4 If you promote the Company and could benefit, you must clearly disclose that material connection (FTC Endorsement Guides, 16 CFR Part 255). Full terms, including the Company's authority to investigate suspected violations and suspend, terminate, withhold, or recover earning-program payments for noncompliance, misleading promotion, unlawful conduct, or reputational harm, are in the Affiliate Agreement.

8. Acceptable Use ↑

You agree not to: (a) use the Services unlawfully or to harm others; (b) attempt to de-anonymize, dox, harass, or expose any other Member; (c) breach security, scrape, reverse-engineer, or overload the Services; (d) upload unlawful, infringing, or malicious content; or (e) misrepresent your identity or affiliation.

9. Payment Disputes ↑

You are responsible for the Company’s reasonable costs arising from any payment dispute, chargeback, reversal, or unauthorized payment claim attributable to your breach of these Terms, misuse of the Services, or false representation regarding your authority to use a payment method. ↑

10. Anonymity Law & Community Conduct ↑

10.1 Protecting every Member's anonymity is paramount. You will not attempt to discover or disclose another Member's identity or data. We may investigate violations and impose any enforcement measure, including immediate suspension, termination, or frozen-participant status, based on the nature, severity, recurrence, and risk of your conduct.

10.2 Violations — especially anonymity breaches — are subject to graduated enforcement: warnings → 6-month → 1-year → 5-year → lifetime suspension / frozen-participant status, per the Company's privacy-mask doctrine.

11. User Content; License; DMCA ↑

11.1 You retain ownership of content you submit; you grant the Company a limited license to host, process, store, preserve, retain, remove, disable access to, and disclose it as necessary to provide, operate, secure, and enforce the Services, investigate violations, comply with applicable law or legal process, or protect the Company, members, or others.

11.2 We comply with the DMCA (17 U.S.C. § 512). To submit a notice of claimed infringement, send a written notice to our designated agent at the contact below. The notice must include the information required by 17 U.S.C. § 512(c)(3). If we remove or disable access to material in response to a notice, the affected user may submit a counter-notification to our designated agent containing the information required by 17 U.S.C. § 512(g)(3). We may forward a valid counter-notification to the complaining party and restore the material as permitted by applicable law.

12. Post Termination Data Treatment ↑

0.1 Upon suspension, termination, or expiration of your subscription, your access to the Services, including your account and encrypted vault content, will cease or be limited as determined by the Company. Except where access is suspended or terminated for violation of these Terms, conduct threatening the community or its anonymity, security needs, legal process, or other circumstances requiring immediate action, we will provide reasonable notice before access ends and a reasonable opportunity to export your encrypted vault content, where export functionality is available. You are responsible for exporting or otherwise preserving any content you wish to retain before your access ends, where export functionality is available. We have no obligation to maintain, provide access to, or recover encrypted vault content after access ends, and content may be inaccessible if you lose your passphrase or recovery credentials. ↑

0.2 Subject to applicable law, legal process, security needs, dispute preservation, and our Privacy Policy, the Company may retain account information, product-usage metadata, billing and transaction records, enforcement records, and other information reasonably necessary to operate, secure, enforce, defend, or comply with legal obligations. We may delete or de-identify content and account-related data after suspension, termination, or expiration, and may retain residual copies in backup systems until overwritten or deleted in the ordinary course. The Company is not required to restore deleted content or data, including from backups. ↑

0.3 Nothing in this section limits the Company's rights under Section 10 or the Privacy Policy to preserve, remove, disable access to, or disclose information as permitted or required by law. ↑

13. Intellectual Property ↑

13.1 Company Materials. As between you and the Company, the Company and its licensors retain all right, title, and interest in and to the Services and all related materials, including software, interfaces, designs, text, graphics, audiovisual content, educational, wellness, productivity, and community materials, features, functionality, documentation, trademarks, service marks, trade names, logos, domain names, and other proprietary content made available through the Services (collectively, “Company Materials”). Company Materials are protected by intellectual property and other applicable laws.

13.2 Limited License. Subject to your continued compliance with these Terms and payment of all applicable fees, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and Company Materials made available to you solely for your personal, non-commercial use during the applicable subscription period. This license does not transfer any ownership interest in the Services or Company Materials to you.

13.3 Restrictions. Except as expressly permitted by these Terms or applicable law, you may not, and may not permit another person to:

• copy, reproduce, modify, adapt, translate, distribute, publicly display, publicly perform, publish, sell, lease, rent, sublicense, or otherwise exploit any portion of the Services or Company Materials;
• reverse engineer, decompile, disassemble, decode, or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Services;
• remove, alter, obscure, or bypass any copyright, trademark, proprietary-rights notice, access-control measure, or security feature;
• access or use the Services or Company Materials to develop, train, support, or improve a competing product or service;
• use bots, scrapers, crawlers, data-mining tools, or other automated means to access, extract, index, monitor, or collect information from the Services, except with the Company’s prior written authorization; or
• use the Company’s name, marks, logos, or other brand elements without the Company’s prior written permission, except for a truthful, non-misleading reference to the Company or Services.

These restrictions supplement, and do not limit, the restrictions in the Acceptable Use section of these Terms.

13.4 Affiliate and Promotional Use. If you participate in the optional referral or earning program, any permission to use Company Materials, referral links, approved marketing materials, or Company brand elements for promotional purposes is governed exclusively by the Affiliate Agreement. No affiliate or promotional license is granted under these Terms. You may not create, modify, register, or use any Company mark, domain name, social-media handle, advertising material, or other brand asset except as expressly authorized in those affiliate documents or in a separate written authorization from the Company.

13.5 Your Content. You retain ownership of content you submit to or create through the Services, subject to the license you grant in the User Content; License; DMCA section of these Terms. Nothing in this Intellectual Property section gives the Company ownership of your content. However, you represent that you have all rights necessary to submit your content and to grant the license described in these Terms.

13.6 Feedback. If you provide suggestions, ideas, comments, bug reports, or other feedback regarding the Services (“Feedback”), you grant the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable right to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit that Feedback for any lawful purpose, without compensation or attribution to you. You represent that you have the right to provide the Feedback and that it does not include confidential information belonging to another person.

13.7 Third-Party Materials. The Services may include materials, software, content, or services owned by third parties. Those materials may be subject to separate terms, notices, or licenses, and the applicable third party retains all rights in its materials. Your use of third-party services, including payment-processing services, is also subject to the applicable third party’s terms.

13.8 Reservation of Rights; Enforcement. All rights not expressly granted to you under these Terms are reserved by the Company and its licensors. No implied license, waiver, estoppel, or other right is granted except as expressly stated in these Terms. The Company may investigate suspected misuse of the Services or Company Materials and may suspend or terminate access, remove content, or pursue other available remedies for violations of this section, the Acceptable Use section of these Terms, the affiliate documents, or applicable law. These provisions survive suspension, termination, or expiration of your access to the Services.

14. Privacy; Third-Party Services ↑

14.1 Your use is subject to our Privacy Policy (CCPA/CPRA-, GDPR-aware), which governs our collection, use, retention, and disclosure of personal information and usage data and controls in the event of any conflict with these Terms. The Privacy Policy describes, among other things, disclosures to service providers and payment processors and disclosures for legal compliance, fraud prevention, security, audits, and enforcement of these Terms. The sealed-vault design is intended to prevent the Company from reading your protected content in the ordinary course, subject to technical, operational, security, and legal-compliance limitations.

14.2 The Services rely on third parties (e.g., Stripe for payments), whose terms govern your use of them; we are not responsible for third-party acts or omissions.

15. Disclaimers ↑

15.1 The Services are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

15.2 The Services are wellness/educational tools and are not a substitute for professional medical, mental-health, legal, or financial advice; consult a qualified professional for such matters.

16. Limitation of Liability ↑

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost data/profits; and the Company's aggregate liability will not exceed the greater of (a) the amount you paid in the 6 months before the claim or (b) US $100.

17. Indemnification ↑

You will indemnify and hold harmless the Company and its affiliates from any third-party claims arising out of your breach of these Terms, your content, or your violation of law or others' rights. The Company will promptly notify you of any such claim, permit you to control the defense and settlement of the claim with counsel reasonably acceptable to the Company, and reasonably cooperate with you in the defense. You may not settle any claim in a manner that imposes liability or obligations on, or admits fault by, the Company or its affiliates without their prior written consent.

18. Dispute Resolution; Arbitration; Governing Law ↑

18.1 Governing Law. These Terms are governed by the laws of the State of Wyoming, without regard to conflicts-of-law principles, except that this provision does not limit or waive any consumer-protection right or remedy that cannot lawfully be waived under the applicable law where you reside.

18.2 Informal Resolution. Before either party initiates arbitration or a court proceeding, the party asserting a dispute must send the other party a written notice describing the nature and basis of the dispute and the relief sought. Notices to the Company must be sent to nightease.infrastructure@proton.me or NightEase Solutions LLC, c/o Northwest Registered Agent Service Inc., 30 N. Gould St., Ste N, Sheridan, WY 82801 USA. The Company will send notices to the email address associated with your account, unless you provide another address for notices. The parties will attempt in good-faith to resolve the dispute informally for at least 30 days after receipt of the notice. Any applicable limitations period will be tolled during this informal resolution period to the extent required by applicable law.

18.3 Agreement to Individual Arbitration. Except for the matters expressly excluded below, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, your account, a subscription, billing, or the relationship between you and the Company will be resolved by binding individual arbitration rather than in court. This agreement to arbitrate is governed by the Federal Arbitration Act.

18.4 Arbitration Administered by AAA. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified only by this section. The applicable rules are available from the American Arbitration Association, and the Company will provide a copy upon request. If the American Arbitration Association is unavailable or unwilling to administer an arbitration under this section, the parties will select another nationally recognized arbitration provider that applies consumer arbitration procedures substantially comparable to those rules.

18.5 Arbitration Procedure and Location. The arbitration may be conducted by telephone, video conference, written submissions, or, if an in-person hearing is required, in the county and state where you reside, unless applicable law permits another location and you agree to it. You will not be required to travel to Wyoming to participate in arbitration. The arbitrator may award the same individual relief that a court could award under applicable law, including injunctive or declaratory relief where legally available, but only to the extent necessary to provide relief for your individual claim.

18.6 Fees and Costs. You will pay only the filing fee, if any, that you would be required to pay to file a comparable claim in a court of competent jurisdiction, unless applicable law or the applicable consumer arbitration rules require a lower amount. The Company will pay all remaining arbitration filing, case-management, administration, and arbitrator fees to the extent required by applicable law or the applicable consumer arbitration rules. Nothing in this section requires you to pay fees or costs that you would not be required to pay in court under applicable law.

18.7 Small Claims and Limited Court Relief. Either party may bring an individual claim in small claims court if the claim qualifies and remains in that court. Either party may seek temporary, preliminary, or other urgent equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misuse, or misappropriation of intellectual-property rights, confidential information, or data-security rights, where such relief is legally available. Seeking that limited relief does not waive the obligation to arbitrate all other claims.

18.8 Class, Collective, and Representative Action Waiver. To the fullest extent permitted by law, you and the Company may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, class member, or representative in any purported class, collective, consolidated, coordinated, mass, private-attorney-general, or other representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding. Nothing in this paragraph is intended to waive a right to seek public injunctive relief or any other remedy that applicable law does not permit to be waived. If a court determines that a particular waiver in this paragraph is unenforceable as to a particular claim or remedy, that claim or remedy must be severed and may proceed in a court of competent jurisdiction, while all remaining claims remain subject to individual arbitration to the fullest extent permitted by law.

18.9 Opt-Out Right. You may opt out of this agreement to arbitrate without affecting your access to the Services or the price terms of your subscription. To opt out, you must send written notice within 30 days after you first accept these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Send the notice by email to nightease.infrastructure@proton.me or by mail to NightEase Solutions LLC, c/o Northwest Registered Agent Service Inc., 30 N. Gould St., Ste N, Sheridan, WY 82801 USA. The Company will confirm receipt of a valid opt-out notice when reasonably practicable. If you timely opt out, disputes will be resolved in court as described below.

18.10 Court Proceedings and Venue. If a dispute is not subject to arbitration, including because you timely opted out, pursuant to Section 18.9, or because applicable law does not permit arbitration of the particular claim, the dispute may be brought in a court of competent jurisdiction. Where legally enforceable, the parties agree that proceedings brought by the Company may be filed in the state or federal courts located in Laramie County, Wyoming. This venue provision does not prevent you from bringing a claim in a court that applicable law requires to be available to you, including a court in your place of residence where mandatory law so provides.

18.11 Severability and Survival. If any portion of this dispute-resolution section is found unenforceable, that portion will be severed or limited only to the extent necessary, and the remainder will remain in effect to the fullest extent permitted by law. This section survives termination of these Terms and your use of the Services.

19. Changes to These Terms ↑

We may update these Terms; material changes will be notified (e.g., email or in-app) and are effective on the stated date. Continued use after the effective date constitutes acceptance; changes do not apply retroactively to accrued disputes.

20. Termination ↑

20.1 Termination or Restriction by the Company. The Company may suspend, restrict or terminate your access to the Services, your account, or any feature of the Services if the Company reasonably determines that you have violated these Terms, applicable law, or, if applicable, the Affiliate Agreement. The Company may also take those actions where your conduct threatens the security, integrity, availability, reputation, or lawful operation of the Services; the privacy, anonymity, safety, or rights of Members or others; or the Company’s intellectual-property, confidential-information, or data-security rights.

The Company may take immediate action without prior notice where reasonably necessary to address suspected anonymity breaches, harassment, fraud, security incidents, unlawful conduct, infringement, misuse of Company Materials, legal process, or a material risk of harm. In other circumstances, the Company may provide notice and an opportunity to cure where it considers doing so appropriate.

20.2 Cancellation by You. You may stop using the Services at any time. If you have a paid subscription, you may cancel it through the cancellation method disclosed at signup or through your account settings. Cancellation stops future renewals, but does not ordinarily entitle you to a refund for the current subscription period except as provided in the Refund Policy or required by applicable law.

20.3 Effect of Suspension, Termination, or Expiration. Upon suspension, termination, or expiration, your right to access and use the Services and Company Materials ends or may be limited as determined by the Company. The treatment of your account, encrypted vault content, personal information, usage data, backups, and records after access ends is governed by the Post Termination Data Treatment, User Content; License; DMCA, and Privacy; Third-Party Services sections, as well as the Privacy Policy.

All licenses and permissions granted to you under these Terms end upon suspension, termination, or expiration, including your limited right to access and use the Services and Company Materials. You must promptly stop using Company Materials. The Company retains all rights and remedies for unauthorized use, infringement, misuse, or misappropriation occurring before or after termination.

20.4 Effect on Affiliate Participation. If you participate in the optional referral or earning program, suspension, termination, or expiration of your account may also suspend or terminate your eligibility to participate in that program, subject to the Affiliate Agreement and Compensation Plan. Any permission to use referral links, approved promotional materials, or Company brand elements ends immediately upon suspension or termination unless the applicable affiliate documents expressly provide otherwise. The Company’s rights concerning investigation, withholding, recovery, or nonpayment of earning-program amounts are governed by those affiliate documents.

20.5 Survival. Provisions that by their nature should survive suspension, termination, or expiration will survive, including provisions concerning intellectual property, restrictions on use, feedback, user-content licenses and data treatment, payment obligations and disputes, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and general terms.

21. General ↑

21.1 Entire Agreement. These Terms, together with the Privacy Policy and Refund Policy constitute the entire agreement between you and the Company concerning the Services and supersede all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral, concerning the Services. In the event of a conflict, the Privacy Policy controls with respect to the collection, use, retention, and disclosure of personal information and usage data. The Affiliate Agreement and Compensation Plan control with respect to the affiliate or earning program.

21.2 Severability and Reformation. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law or, if necessary, modified only to the minimum extent necessary to make it valid and enforceable while preserving its original intent. The remaining provisions will remain in full force and effect.

21.3 No Waiver. No failure or delay by the Company in exercising any right, remedy, power, or privilege under these Terms will operate as a waiver of that right, remedy, power, or privilege. Any waiver must be in writing and signed by an authorized representative of the Company. A waiver of any breach or default will not constitute a waiver of any later breach or default.

21.4 Assignment. You may not assign, transfer, delegate, or otherwise convey these Terms or any rights or obligations under them without the Company’s prior written consent. Any attempted assignment in violation of this provision is void. The Company may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets, provided that the assignee assumes the Company’s obligations under these Terms and the Company provides notice of the assignment as required by applicable law.

21.5 Force Majeure. The Company will not be liable for any delay, failure, interruption, or degradation of the Services caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, internet or hosting-provider outages, cyberattacks, or failures of third-party service providers. This provision does not excuse payment obligations that accrued before the force-majeure event, except to the extent applicable law requires otherwise.

21.6 Electronic Notices. The Company may provide notices under these Terms electronically, including by email to the address associated with your account, through the Services, by in-app message, or by posting the notice on the Company’s website. You agree that electronic notices satisfy any legal requirement that communications be in writing. You are responsible for keeping your account contact information current and for monitoring notices sent to your account email address.

21.7 Headings. Headings and section titles in these Terms are included solely for convenience and do not affect the interpretation of any provision.

21.8 Contact / DMCA agent / legal notices. For general inquiries, legal notices, or notices of claimed copyright infringement, contact:

NightEase Infrastructure DMCA Agent / Legal Notices

Mail: NightEase Solutions LLC

c/o Northwest Registered Agent Service Inc.

30 N. Gould St., Ste N

Sheridan, WY 82801 USA

Email: nightease.infrastructure@proton.me

Telephone: (307) 407-1634

A notice of claimed copyright infringement must comply with the requirements of applicable law, including the information required for a valid notice under the Digital Millennium Copyright Act.

Clerical corrections, 27 September 2026: spelling and typographical errors corrected; the meaning is unchanged.