UHIVE Legal Section

1. These terms

1.1 What these terms cover. These are the terms which will govern the basis on which Uhive will share certain advertisement revenue in the form of Tokens with eligible Users. There are additional Terms to cover the use of the Network and the Services in further detail, which will also be applicable (Terms).

 

1.2 Why you should read them. Please read these terms carefully before you use the Network. These terms will explain how Uhive may share certain advertisement revenue from the Network with eligible Users. If you think that there is a mistake in these terms or require any changes, please contact us to discuss. We recommend that you print a copy of the Terms for future reference.

 

1.3 If you do not agree to these Terms or are not permitted to do so for any reason, you must not use the Network or the Uhive App.

 

1.4 “Writing” includes emails and via the Uhive App. When we use the words “writing” or “written” in these terms, this includes emails and communication via the Uhive App.

2. Interpretation

The following definitions and rules of interpretation apply in these terms and conditions. Terms and rules of interpretation set out in the general terms and conditions have the same meaning when used in this token policy.

 

2.1 Definitions:

Account: a User’s account on the Network.

 

Advertisement: publicity or marketing communications by or from companies, organisations or sole traders that are directly connected with the sale or supply of goods, services, opportunities and gifts, or which consist of direct solicitations of donations as part of their own fund-raising activities, in respect of which Uhive has a pay-per-click arrangement.

 

Advertiser: a Business User or person, company, organisation or sole trader, whether acting for itself or a third party who displays Advertisements on the Uhive Network. For the avoidance of doubt, online advertising platforms such as Google Ads, Google Admobs, etc. that Uhive engages with for the purpose of agreeing pay-per-click arrangements for Advertisements shall be considered Advertisers.

 

Business User: a User who utilises the Network or the Services for any business or commercial purpose, which includes but is not limited to buying advertisements, promoting products, creating and managing Spaces for business or commercial purposes.

 

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy.

 

Fiat currency: currency that a government considers to be legal tender for any products or services, which is regulated by a central bank. Examples of such currencies include the US Dollar ($), the British Pound Sterling (£), the Euro (€), etc.

 

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

Network: the social networking platform owned and operated by Uhive which is accessible via the Uhive App.

 

pay-per-click: an arrangement under which the Advertiser who places an Advertisement on the Network agrees to pay Uhive a fee each time an Advertisement is organically clicked by a User.

 

Space: the profile of a User or Business User (as appropriate) on which they can post comments, share ideas and thoughts, and which has a specific digital location on the Network.

 

Tokens: a Token is a unit of value registered on the blockchain network used by Uhive, and which can be purchased on the Network for the purpose of utilising the Services. Further details on what Tokens are and how they work are set out in the Token policy which can be found here: https://www.uhive.com/legal/token-policy.

 

Terms: Uhive’s general terms and conditions, our cookie policy, privacy policy, website terms of use, end-user licence agreement, KYC policy, token policies, Business Users policy, etc., more particularly described in clause 3.1 and all terms and conditions of Uhive published on its website, the Network and / or the Uhive App as updated from time to time (or any part thereof).

 

Uhive: Uhive Limited, a company registered in England and Wales with company registration number 11200253 and registered office at 3 Shortlands, 3rd Floor, Genie9, London, United Kingdom, W6 8DA, being the owner and operator of the Network.

 

Uhive App: the mobile application which features the Network and in respect of which Uhive provides the Services.

 

User: a person registered on the Network who has agreed to Uhive’s Terms and who has satisfied Uhive’s compliance requirements pursuant to the AML Laws.

 

Wall: the page on your Uhive App shown when you click the ‘Home’ button, which features a selection of your posts and posts from Spaces and Users that you like and / or follow.

 

Wallet: an internal Ethereum Wallet within the Uhive App created for you from which you can manage your Tokens.

3. Additional Terms that are applicable

3.1 These Terms refer to the following additional terms and policies,
which also apply to you and your use of the Network and / or Uhive App:

 

Service Web address of terms of use
General terms and conditions https://www.uhive.com/legal/general-terms-and-conditions/
Business Users policy (for businesses) https://www.uhive.com/legal/business-users-policy/
Revenue generation policy (for users) https://www.uhive.com/legal/revenue-sharing-policy/
Community Standards (Civilised and Grey World) policy https://www.uhive.com/legal/community-standards-policy/
KYC policy https://www.uhive.com/legal/kyc-policy/
Privacy policy https://www.uhive.com/legal/privacy-policy/
Cookie policy https://www.uhive.com/legal/cookie-policy/
End-user licence agreement https://www.uhive.com/legal/eula-apple-ios/
Terms of use https://www.uhive.com/legal/terms-of-use/
4. Disclaimer and limitation of liability (PLEASE READ)

 

4.1 We make no guarantee of any results from using the Uhive Network including in respect of any income realised or the number of Tokens that a User may receive pursuant to this policy.

 

4.2 The Network has not been designed for the purpose of generating revenue for Users, although this may be possible depending on how the Network is utilised.

 

4.3 You should not rely on Uhive’s revenue sharing policy as a source of income.

 

4.4 Receipt of Tokens pursuant to this policy should not considered a payment of salary.

 

4.5 Any information, commentary, views, opinions figures, percentages, indications, estimations or any other material expressed or featured in any Advertisements on the Network shall not be the responsibility of Uhive and Uhive shall assume no liability in relation to such Advertisements.

 

4.6 By virtue of allowing information or content or Advertisements to be available on the Network, Uhive is not providing advice or any recommendation to any User to connect with or engage or deal with any other User or third-party individual or business.

 

4.7 Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

 

4.8 Subject to clause 4.5, the types of loss listed in this clause 4.6 are wholly excluded:

(a) Loss of profits.
(b) Loss of sales or business.
(c) Loss of agreements or contracts.
(d) Loss of anticipated savings.
(e) Loss of use or corruption of software, data or information.
(f) Loss of or damage to goodwill.
(g) Loss of reputation.
(h) Injury to feelings.
(i) Indirect or consequential loss.
(j) Losses incurred by the User arising out of or in connection with any third-party claim against the User which has been caused by the act or omission of the User. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings.

 

4.9 Subject to the preceding provisions of this clause 4, unless the User notifies Uhive within the notice period that it intends to make a claim against Uhive for any reason, Uhive shall have no liability for that event. The notice period for an event shall start on the day on which the Uhive became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

 

4.10 This clause 4 shall survive termination of these Terms.

5. Your warranties and indemnities to us

 

5.1 You warrant that:

(a) you will cooperate with us at all times in the fulfilment of your obligations under the Terms;
(b) you will act in good faith towards Uhive and the Network;
(c) you will be responsible for the payment of all taxes, levies, including withholding taxes that are applicable under the Applicable Laws or the laws of any jurisdiction in relation to any Tokens received by you;

 

5.2 You indemnify us for all damages, losses and expenses (including reasonable legal fees and costs) we suffer for the following:

(a) any infringement by you of an Advertiser’s Intellectual Property Rights;
(b) any claims, causes of action or disputes raised against Uhive by an Advertiser which relate to your:

(i) interaction with an Advertisement or Advertiser; or
(ii) breach of these Terms
6. What is revenue sharing?

 

6.1 Uhive intends to share 30% of the revenue it receives from Advertisers, in relation to the display of Advertisements on the Network, with eligible Users in the form of Tokens.

 

6.2 Uhive shall not, and is not obligated to, reward Users pursuant to clause 6.1 in the form of Fiat Currency.

 

6.3 Users may not exchange or sell the Tokens they receive pursuant to this policy into Fiat Currency.

 

6.4 Uhive may at any time:

(a) change the percentage of Advertisement revenue it shares with Users at any time;
(b) change the basis on which Advertisement revenue is shared with Users;
(c) change or terminate its policy to share Advertisement revenue with Users.
7. How can a user be eligible to receive tokens under this policy?

 

7.1 To be eligible to receive Tokens under this policy, you must:

(a) not have revoked permission (i.e. informed written consent) to allow Uhive to arrange for Advertisements to be posted on your Wall and on your Space(s);
(b) not be in breach of any Terms;
(c) act in good faith towards Uhive and the Network at all times.

 

7.2 A User who is eligible to receive advertisement revenue pursuant to clause 6.1 shall only receive advertisement revenue in respect of the number of Spaces that meet the criteria set out under that clause.

 

7.3 For the avoidance of doubt, if you choose not to give permission to Uhive to allow the posting of Advertisements pursuant to clause 7.1(a), you may still see Advertisements on other Users’ Spaces who have given Uhive such permission.

8. How much revenue can be shared with users?

 

8.1 Tokens will be awarded to Users based on the number of clicks generated on the Advertisements on their Space(s).

 

8.2 Uhive will receive a fee based on the pay-per-click arrangement with Advertisers.

 

8.3 Uhive will share 30% of the revenue it receives pursuant to clause 8.2 with eligible Users as an equivalent gift award in Tokens. For example, if Uhive receives $1.00 per click generated on an Advertisement on a User’s Space, Uhive will share an equivalent of $0.30 in Tokens with the User on whose Space the Advertisement was placed. Based on the Token price of 1 Token = $0.003, the User would receive 100 Tokens per click generated on an Advertisement on his or her Space. For the avoidance of doubt, except for the Token price of 1 Token = $0.003, the figures in this clause are used for example purposes only and is not meant to create any expectation for Users as to the number of Tokens they may receive under this policy.

 

8.4 Users will only receive Tokens pursuant to clause 8.3 after Uhive has received payment in respect of the same from the Advertisers. Tokens awarded pursuant to this clause shall be deposited directly by Uhive into the relevant User’s Wallet.

 

8.5 Uhive provides no warranty that Token awards under this policy will be made on a regular basis, and the timing of any Token awards will be subject to clause 8.4 at all times.

 

8.6 Uhive’s confirmation as to the number of Tokens that a User will receive pursuant to clause 8.3 shall be conclusive and binding on the User except for any manifest error.

 

8.7 From time to time, a specific Advertiser may approach Uhive to place a specific Advertisement on your Space, in which case Uhive will contact you and seek your consent in writing. If you agree to allowing that specific Advertisement to be displayed on your Space, Uhive will agree a fee payment to you in addition to the Token award you may be entitled to pursuant to clause 8.3.

9. What types of advertisements will be displayed on your space or wall?

 

9.1 Uhive will agree pay-per-click arrangements in respect of Advertisements in two ways:

(a) with an Advertiser that is an online advertising platform on behalf of other businesses (NB: Uhive currently only agrees pay-per-click arrangements in this manner); or
(b) directly with Advertisers who wish to display Advertisements on behalf of their own business (NB: Uhive does not currently agree pay-per-click arrangements in this manner).

 

9.2 The content of the Advertisements is based on the criteria and content policy of the Advertisers themselves, and except for when Uhive engages with Advertisers pursuant to clause 9.1(b), Uhive shall not monitor or approve the content of the Advertisements displayed on the Network.

 

9.3 Unless Uhive directly communicates with you to seek your written consent regarding a specific Advertisement that an Advertiser wishes to display on your Space, neither you nor Uhive will be able to choose the type or content of an Advertisement displayed on your Space.

10. Our obligations to you

 

10.1 When we receive payment under a pay-per-click arrangement with an Advertiser in respect of an Advertisement on your Space, we shall use reasonable endeavours to:

(a) monitor the number of clicks generated on an Advertisement;
(b) calculate the number of Tokens you are entitled to be awarded pursuant to clause 8.3; and
(c) transfer such Tokens to your Wallet as soon as possible after payment from Advertisers has been received.

 

10.2 We cannot be held liable if there is a delay in payment from the Advertiser.

 

10.3 We have no obligation to:

(a) provide Users with information on the number of clicks generated on an Advertisement; or
(b) provide Users with details of its arrangement with Advertisers.

 

10.4 Although Uhive had technical and organisational measures to ensure the integrity of data transmitted across our Network, and will use best endeavours to ensure these measures are maintained and regularly reviewed, we do not accept any responsibility for clicks generated by bots (or click fraud of any nature) or invalid click activity.

 

10.5 Uhive’s obligations to award you Tokens in respect of an Advertisement on your Space shall end as soon as we have transferred the relevant number of Tokens into your Wallet.

 

10.6 We are not responsible for and shall accept no liability for:

(a) the number of clicks generated by an Advertisement;
(b) the number of Users who see an Advertisement;
(c) continuous and uninterrupted display of the Advertisements on your Space.
11. Your obligations to us

 

11.1 You must:

(a) comply with these Terms and all Terms of the Network;
(b) not simulate activity on the Network through the use of bots;
(c) not do anything or seek to do anything which generate clicks on an Advertisement through the use of bots;
(d) not recruit other Users to click on an Advertisement for the sole purpose of increasing your entitlement to Tokens under this policy; or
(e) not publicise the number of Tokens you receive from Uhive pursuant to this policy.

 

11.2 You must comply with the obligations set out in these Terms and all other Terms (including the obligations in clause 16 of the general terms and conditions).

12. Intellectual property

 

12.1 Unless otherwise agreed in writing, all Intellectual Property Rights:

(a) of the Advertiser and in an Advertiser’s products and services belong, and shall belong, to the Advertiser and/or its licensors; and
(b) of Uhive and in Uhive’s products and services belong and shall belong, to Uhive and/or its licensors.
13. Data protection

 

13.1 Advertisers whose Advertisements are displayed on your Space will only have access to information that you make public on your Space. This will include:

(a) your name;
(b) the location of your Space;
(c) the field of interest in which your Space is located;
(d) any posts or contents or information about yourself on your Space which is accessible if you choose to make such information public to other Users.

 

13.2 Uhive confirms that it will not transfer any personally identifiable information (as defined in Data Protection Legislation) to Advertisers under its pay-per-click arrangements, however a User may have his or her data collected by Advertisers should he or she click on an Advertisement and be redirected to the Advertiser’s website or platform.

 

13.3 Notwithstanding the foregoing parts of clause 12:

(a) any personally identifiable information (as defined in Data Protection Legislation) that is collected by an Advertiser in respect of Users who click on an Advertisement and are redirected to the Advertiser’s website or platform, shall be a matter between the User and the Advertiser and Uhive shall have no liability in respect of the same;
(b) Users who click on Advertisements may have the following types of data (as defined in Uhive’s privacy policy) collected and stored by Advertisers which shall be processed in accordance with the Advertiser’s privacy policy and cookie policy:

(i) Identity Data;
(ii) Device Data; and
(iii) Location Data.
14. Termination

 

14.1 Without affecting any other right or remedy available to it, Uhive may terminate these Terms, including your access to the Uhive App or the Network, with immediate effect by giving written notice to you if:

(a) you commit a breach of the Terms, which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 2 Business Days after being notified to do so;
(b) you repeatedly breach the Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect the Terms;
(c) we are notified that you have committed an act of Gross Misconduct;
(d) you are convicted of a criminal offence;
(e) you simulate activity on the Network through the use of bots;
(f) you do anything or seek to do anything which generate clicks on an Advertisement through the use of bots;
(g) you recruit other Users to click on an Advertisement for the sole purpose of increasing your entitlement to Tokens under this policy;
(h) you publicise the number of Tokens you receive from Uhive pursuant to this policy;
(i) you breach the Intellectual Property Rights of an Advertiser or Uhive;
(j) if you create multiple Accounts; or
(k) if you use or employ any technology in conjunction with, or as a plug in to, the Uhive App which has not been authorised by Uhive, including but not limited to adblocking software.

 

14.2 If Uhive discovers you have committed an act under clause 13 or breached the Terms, we may:

(a) cease providing the Services;
(b) terminate the Terms between us and you; and
(c) immediately suspend or terminate your Account and remove and delete your Space(s) including any content and advertisements from the Uhive App and the Network. All data relating to you which is held by us at the time of termination shall be stored and deleted by us in accordance with our privacy policy.
15. Compliance with laws and policies

 

15.1 In performing our respective obligations under these Terms, you and we both agree to comply with the Applicable Laws and each of us will inform the other party as soon as either of us becomes aware of any breaches by the other party of, or changes in, the Applicable Laws which affects the subject matter of the Terms.

16. Commencement and duration

The Terms shall commence on the date you download the Uhive App and shall continue indefinitely unless you delete your Account or the Uhive App or unless terminated in accordance with clause 16.

17. Dispute resolution

 

17.1 If any dispute arises regarding any obligation of either party pursuant to the Terms:

(a) either party shall give to the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documents;
(b) on service of the Dispute Notice, the parties shall attempt in good faith to resolve the dispute;
(c) if for any reason the parties are unable to resolve the dispute within 20 Business Days from the date of the Dispute Notice, the parties agree to enter into mediation in good faith to settle the dispute in accordance with the CEDR Model Mediation Procedure, in which case the decision of the mediator shall be final and binding; and
(d) no party may commence any court proceedings in relation to the whole or part of the dispute until completion of mediation or written agreement by both parties that the dispute cannot be resolved by mediation, provided that the right to issue proceedings is not prejudiced by a delay.
18. General

 

18.1 Changes to the Terms. Uhive may need to amend these Terms to reflect changes in any Applicable Laws, best practice, to deal with additional Services provided by Uhive or for any other reason deemed appropriate and reasonable by Uhive. Uhive will notify you at least 20 Business Days in advance of any changes to these Terms by sending an email with details of the changes or notifying you of the change when you next access the Network.

 

18.2 Foreign jurisdictions. Although Uhive aims to make the Network accessible to all types of Users, if you are located in a country which has placed a ban on the Network or the Uhive App, you may not:

(a) continue to be registered as a User;
(b) be entitled to any award of Tokens pursuant to this policy.

 

18.3 No partnership or agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you or us, constitute either you or us as the agent of the other party, or authorise you or us to make or enter into any commitments for or on behalf of any other party. You confirm you are acting on your own behalf and not for the benefit of any other person.

 

18.4 Entire agreement. The Terms constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledge that in entering into the Terms, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms. Nothing in this clause shall limit or exclude any liability for fraud.

 

18.5 Assignment and other dealings. These Terms are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

 

18.6 Waiver. No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

18.7 Severance. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms. If one party gives notice to the other of the possibility that any provision or part-provision of the Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

18.8 Notices

(a) Any notice or other communication given to a party under or in connection with the Terms shall be in writing and shall be:

(i) sent by email to that party’s main email address or any relevant email address of Uhive provided in the Terms; or
(ii) sent as a notification or message via the Uhive App or on the Network’s website;

(b) Any notice or communication shall be deemed to have been received:

(i) if sent by e-mail, at the moment of transmission provided the email is accompanied by a delivery receipt; and
(ii) if sent by a notification or message via the Network, at the moment a notification via the Uhive App is received on the party’s device (if via the Uhive App);

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

18.9 Third party rights. No one other than a party to these Terms shall have any right to enforce any of its terms.

 

18.10 Governing law. These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

18.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).



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