Alpha Terms of Access

Effective Date: February 24, 2026 | Version 1.1

These Alpha Terms of Access ("Terms") constitute a legally binding agreement between you ("Tester," "you," or "your") and Michael J Trout, an individual, operating as Foundups G.K. (or its predecessor sole proprietorship pending formal incorporation under the laws of Japan) ("Foundups," "Company," "we," or "us"), regarding your participation in the Foundups Alpha Program ("Alpha Program").

IMPORTANT: By clicking "I Confirm" and accessing the Alpha Program, you acknowledge that you have read, understood, and agree to be bound by these Terms and the accompanying Non-Disclosure Agreement.

1. Eligibility

To participate in the Alpha Program, you must:

Be at least 18 years of age
Be an individual acting in your personal capacity
NOT be an "accredited investor" as defined by the U.S. Securities and Exchange Commission (SEC) or equivalent regulatory body in your jurisdiction
NOT be acting as a representative, agent, or employee of any company, corporation, partnership, or other legal entity
Possess a valid invitation code issued by Foundups or an authorized referrer

2. Alpha Program Nature and Test Assets

You acknowledge and agree that:

The Alpha Program provides access to pre-release software, features, and services that are incomplete, experimental, and subject to change
The platform may contain bugs, errors, and instabilities that could result in data loss or service interruptions
Features, tokenomics, and functionality may be modified, added, or removed at any time without notice
Foundups reserves the right to reset, modify, or delete any accounts, balances, or data at any time

TEST ASSET DISCLAIMER: Any UPS tokens, F_i tokens, or digital assets displayed, allocated, or distributed during the Alpha Program are test assets only with the following characteristics:

Zero Present Monetary Value: Test assets have no monetary value whatsoever during the Alpha Program
Non-Transferable: Test assets cannot be transferred, sold, or assigned to any third party
Non-Redeemable: Test assets cannot be redeemed, exchanged, or converted for any currency, cryptocurrency, or asset of value
No Secondary Market: Any attempt to buy, sell, or trade test assets on any secondary market is strictly prohibited
No Automatic Conversion: Alpha test balances will NOT automatically convert to any future live assets, tokens, or platform currency
Subject to Reset: All test balances may be reset, modified, or deleted at any time without notice or compensation

Any future token design, if any, is entirely independent of Alpha test balances and participation in the Alpha Program creates no expectation of receiving future assets.

3. Tester Obligations

As an Alpha Tester, you agree to:

Provide honest, good-faith feedback regarding your experience with the platform
Report bugs, errors, and issues through designated channels
Not share your account credentials or invitation codes with unauthorized parties
Not attempt to exploit, hack, or manipulate the platform or its systems
Not use the platform for any illegal purpose or in violation of applicable laws
Comply with all confidentiality obligations set forth in the Non-Disclosure Agreement

4. Feedback and Intellectual Property

You acknowledge and agree that:

All feedback, suggestions, bug reports, and ideas ("Feedback") you provide become the exclusive property of Foundups
Foundups may use, modify, and incorporate Feedback without compensation or attribution
You waive any moral rights or claims to Feedback
All intellectual property rights in the platform, including but not limited to software, designs, trademarks, and documentation, remain the exclusive property of Foundups

5. No Investment, Securities, or Expectation of Profit

SECURITIES DISCLAIMER: The Alpha Program does NOT constitute an offer, sale, solicitation, or distribution of securities in any jurisdiction.

You expressly acknowledge and agree that:

No Securities: UPS tokens, F_i tokens, and any other digital assets within the Alpha Program are not securities and are not intended to be securities under any applicable law
No Investment: Your participation is not an investment of any kind. You are participating solely to test experimental software
No Expectation of Profit: You have no expectation of profit from your participation in the Alpha Program or from any test assets
No Ownership Interest: Participation grants you no equity, ownership interest, profit-sharing rights, dividends, or investment returns in Foundups, any Foundup venture, or any future entity
No Appreciation Rights: Test assets are not designed to appreciate in value and you have no expectation that they will
Utility Only: Any tokens are utility tokens designed solely for testing platform functionality during the Alpha Program

You confirm that you are participating in the Alpha Program solely to test and provide feedback on experimental software, and not for investment, speculation, or any financial purpose.

6. Assumption of Risk and Experimental Software Disclaimer

EXPERIMENTAL SOFTWARE WARNING: You expressly acknowledge and agree that the Alpha Program constitutes experimental, pre-release software that is provided for testing and evaluation purposes only. The software may contain defects, bugs, errors, and security vulnerabilities that could:

Cause damage to your computer, software, data, or network
Result in the loss or corruption of your data
Expose your system to security risks
Cause system instability, crashes, or data loss

BY PARTICIPATING IN THE ALPHA PROGRAM, YOU VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH THE USE OF EXPERIMENTAL SOFTWARE.

7. Limitation of Liability and Hold Harmless

HOLD HARMLESS: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO HOLD FOUNDUPS G.K. HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY ARISING FROM YOUR USE OF THE ALPHA PROGRAM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE ALPHA PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED
FOUNDUPS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT
FOUNDUPS MAKES NO WARRANTY THAT THE ALPHA PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
FOUNDUPS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND
FOUNDUPS SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER HARDWARE, SOFTWARE, DATA, NETWORK, OR ANY OTHER PROPERTY
FOUNDUPS IS NOT LIABLE FOR ANY LOSS OF DATA, TOKENS, DIGITAL ASSETS, CONTENT, PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR FUNCTIONALITY

7.1 Liability Cap

FOUNDUPS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE ALPHA PROGRAM SHALL NOT EXCEED THE GREATER OF:

The total amount you have paid to Foundups in the twelve (12) months immediately preceding the claim, OR
One Thousand United States Dollars ($1,000 USD) or its equivalent in Japanese Yen at the prevailing exchange rate

7.2 Exceptions to Limitation

The limitations in this Section 7 shall NOT apply to liability arising from:

Fraud: Intentional misrepresentation or fraudulent conduct by Foundups
Willful Misconduct: Deliberate wrongful acts or gross negligence by Foundups
Death or Personal Injury: Claims arising from death or personal injury caused by Foundups' negligence, to the extent such limitation is prohibited by applicable law

The limitations set forth in this section shall apply even if Foundups has been advised of the possibility of such damages and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

8. Indemnification and Defense

You agree to indemnify, defend, and hold harmless Foundups G.K. (or its successor corporate entity), and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Foundups Parties") from and against any and all:

Claims, actions, suits, or proceedings by third parties
Damages, judgments, penalties, fines, and settlements
Losses, costs, and expenses (including reasonable attorneys' fees and expert witness fees)
Liabilities of any kind whatsoever

arising out of or relating to:

Your use or misuse of the Alpha Program
Your violation of these Terms or any applicable law or regulation
Your violation of any rights of any third party
Any content you submit, post, or transmit through the Alpha Program
Any damage caused to any third party's computer, software, data, or property

8.1 Primary Contracting Party

Foundups G.K. (or its predecessor sole proprietorship, or any successor corporate entity) is the primary contracting party under these Terms. Any individual associated with Foundups, including founders and officers, is indemnified only for actions taken in their official capacity on behalf of Foundups.

8.2 Corporate Succession

Upon formal incorporation of Foundups as a legal entity (if not already incorporated), such entity shall automatically assume all rights, obligations, and liabilities under these Terms. References to "Foundups G.K." shall thereafter refer to the successor corporate entity.

This indemnification obligation shall survive the termination of your participation in the Alpha Program.

9. Termination

9.1 Termination by You

You may terminate your participation in the Alpha Program at any time by providing written notice to Foundups or by deleting your account through the platform.

9.2 Termination by Foundups

Foundups may terminate or suspend your access to the Alpha Program immediately and without prior notice for the following reasons:

Violation: Breach of these Terms, the NDA, or any applicable law or regulation
Security Threat: Conduct that poses a security risk to the platform, other users, or Foundups' systems
Fraud or Abuse: Suspected fraudulent activity, misuse, or abuse of the platform
Operational Necessity: Technical, operational, or business reasons requiring account suspension or termination
Legal Requirement: Compliance with legal obligations, court orders, or regulatory requirements
Program Discontinuation: Termination or discontinuation of the Alpha Program in whole or in part

9.3 Effect of Termination

Upon termination by either party:

Your access to the Alpha Program will be immediately revoked
You must cease all use of the platform and delete any confidential materials
Foundups has no obligation to maintain, preserve, or provide access to any test balances, tokens, data, or content
Foundups may delete your account and associated data in accordance with Section 22
Confidentiality obligations under the NDA survive termination for a period of three (3) years
The Hold Harmless, Indemnification, Limitation of Liability, Arbitration, and Governing Law provisions shall survive termination

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11. Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Foundups G.K. agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Alpha Program, or your relationship with Foundups (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except as set forth below.

11.1 Arbitration Rules and Procedures

Arbitration Body: Arbitration shall be administered by the Japan Commercial Arbitration Association (JCAA) in accordance with its Commercial Arbitration Rules in effect at the time of filing
Number of Arbitrators: The arbitration shall be conducted by a single arbitrator
Arbitrator Selection: The arbitrator shall be selected in accordance with JCAA's standard arbitrator appointment procedures. If the parties cannot agree on an arbitrator within thirty (30) days, the JCAA shall appoint a neutral arbitrator from its panel
Location: The arbitration shall take place in Fukui City, Fukui Prefecture, Japan
Language: The arbitration shall be conducted in English or Japanese, as mutually agreed by the parties, or as determined by the arbitrator if no agreement is reached
Confidentiality: All arbitration proceedings, including the existence of the dispute, submissions, evidence, and any award, shall be strictly confidential. Neither party shall disclose any information concerning the arbitration to any third party without the prior written consent of the other party, except as may be required by law

11.2 Costs and Fees

Each party shall bear its own costs and attorneys' fees in connection with the arbitration
The arbitration filing fees, arbitrator fees, and administrative costs shall be allocated as determined by the arbitrator, provided that the losing party shall bear all such costs unless the arbitrator determines otherwise
If you are unable to pay your share of the arbitration costs, Foundups may, in its sole discretion, advance such costs on your behalf, subject to reimbursement as part of any award

11.3 Class Action Waiver

YOU AND FOUNDUPS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative, collective, or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

11.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may:

Seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information
Foundups may bring any action to collect amounts owed by you in any court of competent jurisdiction

11.5 Survival

This arbitration agreement shall survive the termination of your participation in the Alpha Program and the termination of these Terms.

12. Jurisdiction for Non-Arbitrable Matters

For any matters not subject to arbitration as set forth above, any dispute shall be subject to the exclusive jurisdiction of the Fukui District Court in Fukui, Japan.

You irrevocably consent to the personal jurisdiction and venue of the Fukui District Court and waive any objection based on inconvenient forum or lack of personal jurisdiction.

You agree that any process or notice may be served by registered mail or by Foundups' legal counsel via email to the address associated with your account.

13. Modifications

Foundups reserves the right to modify these Terms at any time. Continued use of the Alpha Program after modifications constitutes acceptance of the updated Terms. Material changes will be communicated via the platform or email.

14. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

15. Entire Agreement

These Terms, together with the Non-Disclosure Agreement and any additional terms presented during registration, constitute the entire agreement between you and Foundups regarding the Alpha Program. This agreement supersedes all prior or contemporaneous negotiations, discussions, or agreements.

16. Waiver

The failure of Foundups to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Foundups.

17. Force Majeure

Neither Foundups nor Michael J Trout shall be liable for any failure or delay in performing any obligation under these Terms if such failure or delay results from circumstances beyond reasonable control, including but not limited to:

Acts of God, natural disasters, earthquakes, floods, fires, or severe weather
War, terrorism, civil unrest, or government actions
Epidemics, pandemics, or public health emergencies
Power outages, internet or telecommunications failures, or infrastructure disruptions
Cyberattacks, hacking incidents, or security breaches by third parties
Blockchain network failures, congestion, or protocol changes
Labor disputes, strikes, or shortages of materials
Any other event beyond the reasonable control of Foundups

During any force majeure event, Foundups' obligations shall be suspended, and any deadlines shall be extended for a period equal to the duration of the event.

18. Assignment and Corporate Succession

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Foundups. Any attempted assignment in violation of this section shall be null and void.

Foundups G.K. may freely assign, transfer, or delegate any or all of its rights and obligations under these Terms to any successor, affiliate, or acquirer, including in connection with a merger, acquisition, corporate reorganization, formal incorporation, or sale of assets. Upon such assignment, the assignee shall be bound by these Terms and shall assume all rights and obligations of Foundups hereunder.

Corporate Succession: Upon the formal incorporation of Foundups as a corporate entity under the laws of Japan (or any other jurisdiction), such corporate entity shall automatically succeed to all rights, obligations, and liabilities of Foundups G.K. (or its predecessor sole proprietorship) under these Terms, without the need for any further action, consent, or amendment. All references to "Foundups G.K." or "Foundups" in these Terms shall thereafter be deemed to refer to the successor corporate entity.

19. No Agency or Partnership

Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Foundups or Michael J Trout. You have no authority to bind Foundups or Michael J Trout in any way, and you shall not represent or hold yourself out as an agent, partner, employee, or representative of Foundups.

20. Third-Party Beneficiaries

Except as expressly provided herein (including with respect to Michael J Trout's rights as an intended third-party beneficiary), these Terms are intended solely for the benefit of the parties hereto and do not create any rights in any third party.

21. Consent to Electronic Communications

By participating in the Alpha Program, you consent to receive all communications, agreements, documents, notices, and disclosures electronically, including via email to the address associated with your account or through the Foundups platform. You agree that all electronic communications satisfy any legal requirement that such communications be in writing.

22. Data Privacy and International Users

By participating in the Alpha Program, you acknowledge and agree to the following data practices:

22.1 Data We Collect

Account Information: Email address, name, profile information provided via OAuth (Google, LinkedIn)
Usage Data: Platform interactions, feature usage, timestamps, IP addresses
Device Information: Browser type, operating system, device identifiers
Feedback Data: Bug reports, suggestions, and communications with Foundups
Test Data: Any tokens, balances, or test transactions within the Alpha Program

22.2 How We Use Your Data

To provide, operate, and improve the Alpha Program
To communicate with you regarding the Alpha Program
To analyze usage patterns and improve platform functionality
To detect and prevent fraud, abuse, or security incidents
To comply with legal obligations

22.3 International Data Transfers

CROSS-BORDER TRANSFER CONSENT: Your data may be transferred to, stored, and processed in Japan, the United States, and other countries where Foundups or its service providers operate. These countries may have different data protection laws than your country of residence.

By participating in the Alpha Program, you explicitly consent to the transfer of your personal data to these jurisdictions and acknowledge that such transfers are necessary for the provision of the Alpha Program.

22.4 For Users in Japan (APPI)

For users in Japan, processing is conducted in accordance with the Act on the Protection of Personal Information (APPI):

Lawful Basis: We process your personal information based on (a) the performance of a contract to which you are a party (these Terms), (b) your consent where required, and (c) our legitimate business interests in operating and improving the Alpha Program
Purpose of Use: Your personal information is used for the purposes specified in Section 22.2
Your Rights: You have the right to request disclosure, correction, addition, deletion, or suspension of use of your personal information
Data Controller: Foundups G.K. is the business operator handling your personal information

22.5 For Users in the European Union (GDPR)

If you are located in the European Economic Area (EEA), United Kingdom, or Switzerland:

Legal Basis: We process your data based on your explicit consent (by agreeing to these Terms), the performance of a contract, and our legitimate interest in operating the Alpha Program
Your Rights: You have the right to access, rectify, erase, restrict processing, object to processing, and request data portability of your personal data
Right to Withdraw Consent: You may withdraw consent at any time by terminating your participation in the Alpha Program
Right to Lodge Complaint: You have the right to lodge a complaint with your local data protection authority
Data Controller: Foundups G.K. (or its predecessor sole proprietorship) is the data controller for your personal data

To exercise these rights, contact: legal@foundups.com

22.6 For Users in China (PIPL)

If you are located in the People's Republic of China:

You acknowledge that your personal information will be transferred outside of China for processing
You provide your separate, explicit consent to such cross-border data transfer as required under the Personal Information Protection Law (PIPL)
You have the right to access, correct, and delete your personal information
Foundups will take reasonable measures to ensure your personal information is protected in accordance with applicable law

22.7 For Users in California (CCPA)

If you are a California resident, you have the right to:

Know what personal information we collect about you
Request deletion of your personal information
Opt-out of the sale of your personal information (Note: We do not sell personal information)
Non-discrimination for exercising your privacy rights

22.8 Data Export and Portability

Before account deletion, you may request an export of your personal data by contacting legal@foundups.com. Upon receiving your request:

We will provide your data in a commonly used, machine-readable format (JSON or CSV) within thirty (30) days
Exported data includes: account information, usage history, feedback submitted, and any test transaction records
Proprietary platform data, aggregated analytics, and data belonging to third parties will not be included in exports

22.9 Data Retention and Deletion

We retain your personal data for as long as your account is active or as needed to provide the Alpha Program. Upon termination or account deletion request:

Active Account Data: Deleted within thirty (30) days of termination
Backup Systems: Backup copies purged within ninety (90) days
Aggregated/Anonymized Data: May be retained indefinitely for analytics (not personally identifiable)
Legal Compliance Data: Retained as required by applicable law, regulation, or legal process
Audit Logs: Security and audit logs retained for up to one (1) year for fraud prevention and legal compliance

22.10 Data Breach Notification

In the event of a data breach affecting your personal information, Foundups will use commercially reasonable efforts to:

Notify affected users via email within seventy-two (72) hours of becoming aware of the breach, where required by applicable law
Provide information about the nature of the breach, the types of data affected, and recommended protective actions
Notify relevant regulatory authorities as required by applicable data protection laws
Take reasonable steps to mitigate the effects of the breach and prevent future occurrences

Given the experimental nature of the Alpha Program, you acknowledge that security measures may not prevent all breaches, and you participate at your own risk as described in Section 6.

22.11 Third-Party Services

The Alpha Program uses third-party services that may collect and process your data:

Clerk: Authentication and identity management (USA)
Firebase/Google Cloud: Data storage and hosting (USA)
Analytics providers: Usage tracking and improvement

These providers are bound by their respective privacy policies and data processing agreements.

22.12 Security

We implement reasonable technical and organizational measures to protect your personal data. However, given the experimental nature of the Alpha Program, no security measures are guaranteed to be 100% effective. You acknowledge and accept this risk as part of your participation.

23. Contact

For questions regarding these Terms, contact:

Foundups G.K.
Email: legal@foundups.com
LinkedIn: UnDaoDu

By participating in the Foundups Alpha Program, you acknowledge that you have read, understood, and agree to these Alpha Terms of Access.