UHIVE Legal Section

Contents

1. These terms
2. Interpretation
3. Additional Terms that are applicable
4. Disclaimer and limitation of liability (PLEASE READ)
5. What is a Token?
6. How can I get Tokens?
7. What is the price / value of the Tokens?

8. Token purchase process

9. What can I do with my Tokens?

10. Can I sell or trade my Tokens?

11. AML Laws and background checks

12. What happens if my Tokens are lost?

13. We may suspend the sale of Tokens

14. Where are the Tokens stored? / Token Wallet

15. How will my Tokens be kept secure?

16. Reward programs

17. Referral programs

18. Refunds

19. Our rights to make changes

20. Restricted Countries

21. Your obligations to us

22. Termination

23. Compliance with laws and policies

24. Commencement and duration

25. Dispute resolution

26. General

 

 

1. These terms

1.1 What these terms cover. These are the terms which will govern the use of Tokens on the Network.There are additional Terms to cover certain Services and provisions in further detail, which will also be applicable to you (Terms).

 

1.2 Why you should read them. Please read these terms carefully before you purchase or utilise the Tokens. These terms will explain the key features of Tokens, how you can purchase them from the Network, how we may change the Token features and these terms and what to do if there is a problem, along with other important information. 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.

 

AML Laws: all laws, regulations, and obligations imposed upon us through statute or by our regulators, to complete checks against you to verify your identity, address and source of funds (where necessary), including but not limited to legislation governing the proceeds of crime, terrorism and money laundering that are in force at the date of the Terms, when you become a Registered User of the site, as amended from time to time, including but not limited to the Money Laundering Regulations 2017 (as amended).

 

Contract: the contract between a User and Uhive for the sale and purchase of the Tokens in accordance with the Terms.

 

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.

 

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

 

Restricted Country: the People’s Republic of China.

 

Space: the personal profile of a User on which Users 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 clause 5.

 

Token Order: a user’s order for Tokens via the Uhive App or the Uhive Website, which is confirmed in writing by selecting the ‘Buy Tokens’ button (or equivalent indication) on either the Uhive App or the Uhive Website.

 

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 user policy, and revenue sharing policies 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.

 

V2 Tokens: a unit of value which would be registered on the blockchain network used by Uhive, which may be developed by Uhive in the future and may have the attributes described in clause 19.2.

 

Wallet: has the meaning given to it in clause 14.1.

 

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 The Tokens which are available for purchase on the Network are available for the sole purpose of utilising the Network’s Services. The availability of Tokens is not meant to be construed as an inducement or encouragement to purchase the Tokens or for the Tokens to be considered as
an investment in any way.

 

4.2 There is no expectation of future profit or gain from the purchase or holding Tokens in their current form. Tokens do not represent:

(a) Any ownership or equity interest in Uhive;
(b) A right to vote in Uhive’s decision-making processes at the board or shareholder level; and
(c) A right to receive dividends or other distribution rights based on the profits generated by Uhive.

 

4.3 Uhive is not, by virtue of making content available on the Network (including information on any reward or referral programs), providing advice to you or any person in relation to the purchase of Tokens. Any decision to purchase Tokens is solely your own and Uhive does not accept any responsibility and disclaims any and all liability in relation to any decision made by a User to purchase and hold Tokens for investment purposes.

 

4.4 The types of loss listed in this clause 4.4 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.

 

4.5 For the avoidance of doubt, Uhive has used best endeavours to ensure that there are appropriate technical and organisational measures, which are regularly reviewed and approved internally, to protect against the unauthorised or unlawful processing of data on the Network and against accidental loss or destruction of, or damage to, data, and provided Uhive uses its best endeavours to rectify any technical issues with the Network or in respect of the storage of Tokens, there shall be no fault or liability on the part of Uhive in respect of the same.

 

4.6 Subject to the preceding provisions of this clause 4, Uhive’s total liability to Users, irrespective of whether it arises under or in connection with these Terms, as a result of Uhive’s negligence, or any other act or omission of Uhive, shall be limited to :

(a) in the case of any loss of Tokens arising from a technical or security fault of the Network, the number of Tokens held by the User at the time immediately before the technical or security fault occurred.

 

4.7 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.

 

4.8 This clause 4 shall survive termination of these Terms.

 

5. What is a Token?

5.1 A Token is a unit of value registered on the blockchain network used by Uhive.

 

5.2 You can use your Tokens to utilise certain Services on the Uhive Network.

 

5.3 Tokens are designed to be used on the Uhive Network only.

 

5.4 Tokens are not a means of investment or meant to be construed assalary.

 

6. How can I get Tokens?

6.1 You can get Tokens in the following ways:

(a) By buying Tokens from the Uhive App in exchange for Fiat Currency (e.g. USD ($), GBP (£), Euros (€), etc.);
(b) From reward and referral programs that Uhive advertises from time to time.
(c) As a portion of the revenues that Uhive receives from placing third party advertisements on your Space(s), provided to you in Tokens.
(d) As a reward from Uhive for being socially active on the Network, the amount of which will be determined at Uhive’s sole and absolute discretion and will be based on:

(i) How often you open the Uhive App on your device;
(ii) How often you post content on the Network;
(iii) How many followers your Space(s) have;
(iv) How many likes your Space(s) have;
(v) The number of comments there are on your posts.

 

6.2 You can also buy Tokens from the Uhive website by using a PayPal portal and spending Fiat Currency (e.g. USD ($), GBP (£), Euros (€)). Uhive’s website will also allow Tokens to be purchased using Bitcoin.

 

7. What is the price / value of the Tokens?

7.1 When the Network launches, the price of each Token will be USD $0.003.

 

7.2 The Tokens have a specific function on the Uhive App and are not meant to be treated as an investment, and therefore will not appreciate in value.

 

7.3 If Uhive considers changing the attributes of Tokens, including whether their price or value will change, we will notify Users before making the change.

 

7.4 There will be a maximum number of 80 billion Tokens that will be circulated during the lifetime of the Uhive Network.

 

8. Token purchase process

8.1 Order and acceptance.

(a) In order to ensure a smooth purchase process for Tokens, Uhive requires Users to provide compliance information required under AML Laws, which is explained further in clause 11. Uhive will need to review and approve any information requested pursuant to clause 11 before you can place a Token Order. If you do not give us this information, or if you give us incomplete or incorrect information, you will not be able to place a Token Order. We will not be responsible for providing the Tokens late or not delivering any part of them if this is caused by you not giving us the information we need when we ask for it. Please note that it may take around 48 hours (and in some cases longer, depending on the number of Tokens you wish to purchase) to request and review any information required under AML Laws. If you wish to expedite this process, you can provide us with the information we require not more than 1 month prior to your Token purchase.
(b) Once we have confirmed that you have passed our compliance checks, you will be able to place a Token Order.
(c) The Token Order shall constitute an offer by the User to purchase the Tokens in accordance with these terms and conditions. The User is responsible for ensuring that the terms of the Token Order such as the number of Tokens to be purchased and the total price the User will pay for the Tokens are complete and accurate.
(d) The Token Order shall only be deemed to be accepted when Uhive issues a written acceptance of the Token Order, which will be as a notification via the Uhive App or a confirmation email, at which point the Contract shall come into existence. You will receive to confirm that your payment for the Tokens has been received.
(e) The User waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the User that is inconsistent with these Terms.
(f) A quotation of the total price for the Tokens shown on the Uhive App or the Uhive Website shall not constitute an offer by Uhive.
(g) If we are unable to accept your Token Order, we will inform you of this in writing and will not charge you for the Tokens. This might be because the Tokens are out of supply, because you have not passed our background checks pursuant to the AML Laws or because we have identified an error in the price or description of the Tokens.

8.2 Pricing and Payment.

(a) The price per Token shall be as set out in clause 7.1. The total price of the Tokens you wish to purchase will be displayed on the Uhive App when you select the ‘Buy Tokens’ button and calculated as follows:

(i) N x P = Total price;
(ii) Where N = number of Tokens you wish to purchase;
(iii) P = Price per Token as set out in clause 7.1;

(b) Uhive may, at its sole and absolute discretion, by giving notice to the User at any time, increase the price per Token to reflect any increase in the cost of operating the Network or for any other commercial reason. If Uhive increases the price per Token after you have confirmed your purchase, the increase will only apply to the next purchase of Tokens that you undertake.
(c) The price per Token excludes the cost of any value added tax or any sales taxes or levies under any Applicable Laws (VAT).
(d) You will need to pay for the Tokens before they are delivered to your Wallet.
(e) You will need to pay for all amounts due for each Token purchase Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
(f) Uhive may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by Uhive to you. For example, where Uhive intends to reward you with Tokens pursuant to these Terms, we may instead provide you with credit in Fiat Currency, which can be utilised within a period of time, for your next Token purchase.

 

8.3 Invoice and delivery by download.

(a) Uhive shall ensure that each delivery of the Tokens to your Wallet is accompanied by an invoice by email that shows the date of the Token Order, the type and quantity of the Tokens (including the code number of the Tokens, where applicable), the price per Token and the total price of the Tokens.
(b) Delivery of the Tokens is completed when you select to ‘Download’ the purchased Tokens to your Wallet and it is updated with the new number of Tokens in your possession.
(c) We will make the Tokens available to download to your Wallet as soon as you have made payment for them.
(d) We are not responsible for delays outside our control. If the download of the Tokens to your Wallet is delayed by an event outside our control (Force Majeure Event) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any Tokens you have paid for but not received.
(e) If Uhive fails to deliver the Tokens to your Wallet, Uhive’s liability shall be limited to the price of the Tokens at the time of purchase only. Uhive shall have no liability for any failure to deliver the Tokens to the extent that:

(i) such failure is caused by a Force Majeure Event;
(ii) you breach the Terms to such extent that Uhive exercises its right to terminate the Terms and / or suspend your Account;
(iii) you fail to maintain yourself as a User; or
(iv) the security on your device is compromised.

 

8.4 Token warranty.

(a) Uhive warrants that on delivery, the Tokens shall:

(i) conform in all material respects with their description; and
(ii) be fit for any purpose held out by Uhive in the Terms or on the Network, as to what the Tokens can be utilised for.

(b) Subject to clause 8.4(c), if:

(i) you gives notice in writing to Uhive within 20 Business Days of discovery that some or all of the Tokens do not comply with the warranty
set out in clause 8.4(a);
(ii) Uhive is given a reasonable opportunity of examining such Tokens; and
(iii) you (if asked to do so by Uhive) returns such Tokens to Uhive, Uhive shall, at its option, repair or replace the defective Tokens, or refund the price of the defective Tokens in full.

(c) Uhive shall not be liable for Tokens’ failure to comply with the warranty set out in clause 8.4(a):

(i) you make any further use of the Tokens after giving notice in
accordance with clause 8.4(b);
(ii) the defect arises because you fail to follow the Terms or Uhive’s written instructions as to the use and maintenance of the Tokens;
(iii) you alter the Tokens without the written consent of Uhive;
(iv) the Tokens differ from their description as a result of changes made to ensure they comply with Applicable Laws.

(a) Except as provided in this clause 8.4, Uhive shall have no liability to you in respect of the Tokens’ failure to comply with the warranty set out in clause 8.4(a).
(d) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
(e) These Terms shall apply to any repaired or replacement Tokens supplied
by Uhive.

 

8.5 Title.

(a) Title to the Tokens shall not pass to you until Uhive receives payment in full (in cash or cleared funds) for the Tokens, in which case title to the Tokens shall pass at the time of payment.

 

9. What can I do with my Tokens?

9.1 You can use your Tokens to do the following things:

(a) Buying and reserving Spaces;

(b) Increasing the size and appeal of your Space;

(c) Subscribe to certain Spaces within the Grey World;

(d) Buying advertisements on the Network (if you are a business User);

(e) Gift Tokens to other Users.

 

10. Can I sell or trade my Tokens?

10.1 You cannot sell or trade your Tokens within the Uhive App or externally.

 

10.2 Tokens, in their current form, are not designed to be traded on cryptocurrency exchanges.

 

10.3 If Uhive changes its policy on the sale or trade of Tokens, including whether to create an internal marketplace on the Uhive App for the trading of Tokens, we will notify Users before making such changes.

 

10.4 Uhive is under no obligation to make any changes to how Tokens are used, purchased or earned or any other features that are attributed to them. Should there be any changes to the features of Tokens, we will notify you via the Network or email.

 

11. AML Laws and background checks

11.1 Uhive has the right to request certain background information, such as proof of identification, proof of address and proof of origin of funds,from you before agreeing to accept a Token Order.

 

11.2 Uhive is entitled to take up to 48 hours to review the information and documentation you provide before agreeing to process any Token Order. If we have any questions regarding the information you provided or require further information, then we will require you to provide the necessary responses or information before we agree to accept the Token Order.

 

11.3 Uhive will normally make such requests in circumstances where you wishe to purchase Tokens, in a single transaction or a series of transactions taking place within 7 days of each other, in an amount which is equal to or higher than $500.

 

12. What happens if my Tokens are lost?

12.1 For the avoidance of doubt, Uhive has uses best endeavours to ensure that there are appropriate technical and organisational measures, which are regularly reviewed and approved internally, to protect against the unauthorised or unlawful processing of data on the Network and against accidental loss or destruction of, or damage to, data, and provided Uhive uses its best endeavours to rectify any technical issues with the Network or in respect of the storage of Tokens, there shall be no fault or liability on the part of Uhive in respect of the same.

 

12.2 Subject to the preceding provisions of this clause 12.1, Uhive’s total liability to Users, irrespective of whether it arises under or in connection with these Terms, as a result of Uhive’s negligence, or any other act or omission of Uhive, shall be limited to:

(a) in the case of any loss of Tokens arising from a technical or security fault of the Network, the number of Tokens held by the User at the time immediately before the technical or security fault occurred.

 

12.3 However, we will not re-issue you with Tokens in respect of loss or damage that:

(a) you could have avoided by:

(i) following our advice to apply an update offered to you free of charge;
(ii) keeping your Login Details confidential; or
(iii) keeping your device safe;

(b) was caused by you:

(i) permitting other individuals or Users from accessing your Account;
(ii) as a result of you breaching any of the Terms with us;
(iii) failing to correctly follow installation instructions;
(iv) transferring the Tokens from your Wallet to an external cryptocurrency Wallet; or
(v) failing to have in place the minimum system requirements advised by us.

 

12.4 You are responsible for configuring your devices, device settings, information technology to access the Network. You should use your own virus protection software.

 

12.5 We do not guarantee that the Network will be secure or free from bugs or viruses.

 

12.6 Notwithstanding that we may re-issue you Tokens under clause 12.2, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity whether or not the reason for any such loss arises from a technical or security fault of the Network.

 

13. We may suspend the sale of Tokens

13.1 We may have to suspend the sale of Tokens to:

(a) deal with technical problems or make minor technical changes;
(b) update the Tokens to reflect changes in Applicable Laws; or
(c) make changes to the Tokens or to introduce V2 Tokens.

13.2 Where possible, we will provide you with reasonable notice of any suspension on the sale of Tokens in accordance with the Terms.

 

14. Where are the Tokens stored? / Token Wallet

14.1 You will have an internal Ethereum Wallet within the Uhive App created for you from which you can manage your Tokens.

 

14.2 You can use the Wallet to:

(a) view the total balance of your Tokens;
(b) view your transactions history in relation to the number of Tokens you have purchased;
(c) transfer Tokens from the Wallet to certain approved external cryptocurrency wallets.

 

14.3 We accept no responsibility for the security of your Tokens if you transfer them to external cryptocurrency wallets.

 

14.4 Please note that you cannot use the Wallet to do the following:

(a) Sell your Tokens; or
(b) Deposit cryptocurrency from external cryptocurrency wallets.

 

15. How will my Tokens be kept secure?

15.1 Uhive will utilise the Ethereum blockchain to ensure that the Tokens on each Wallet is secure. Each Wallet will have a private key which his encrypted using a secure and hash vault, in order to ensure that no third party has the ability to directly access the encryption keys, which themselves will be stored on a private server on a separate Amazon Web Services VPN.

 

15.2 For further details or any queries regarding the security of your Wallet, please contact us on +44 (0) 20 3350 1074 or by writing to us at info@uhive.com.

 

16. Reward programs

16.1 In the early stages of the Network and from time to time at Uhive’s sole and absolute discretion, Uhive may implement reward programs in relation to the purchase of Tokens.

 

16.2 For example, Uhive may at its sole and absolute discretion award early Users of the Uhive App with the following badges:

 

Verified Account Badge:
The ‘Verified Account Badge’ is a way for UHive to confirm that it’s an authentic Space for the User who submitted the form.
Prime Location:
This badge is a way for UHive to reward Users, with the best Space location within the center of attraction and popularity.
Believer:
This badge is a way for UHive to show appreciation for the first 100,000 Users who joined UHive social network.
Believers will generate an extra 10% of Tokens from their 'Space', subject to the general terms and conditions and revenue sharing policy.
Early Supporter:
This badge is a way for UHive to show gratitude for the first 100,001- 500,000 Users who join UHive social network.
Early supporters will get an extra 5% of Tokens from their 'Space', subject to the general terms and conditions and revenue sharing policy and revenue sharing policy.
Early Influencer:
This badge is a way for UHive to confirm that this is an authentic ‘Space’ for this public figure/ influencer who believed in the social platform from the very start. Early Influencers will receive an extra 15% of Tokens from their ‘Space’ (subject to the general terms and conditions and revenue sharing policy) and this badge is awarded to the first 1000 influencers.

 

16.3 Badge rewards can only be used one time.

 

16.4 Uhive may add additional badges at any time or change the rewards associated with badges at any time in its sole and absolute discretion.

 

16.5 Uhive may remove a rewards program (including the badges rewards) at any time in its sole and absolute discretion without notifying you in advance.

 

16.6 Further details of the reward programs will be available from the Network itself.

 

16.7 An indicative example of how a reward program will function (THIS IS AN EXAMPLE ONLY):
Purchase period tiers:

 

DateBonus
30th January - 15th March

+20%
16th March - 15th April

+15%
16th April - 15th May

+10%
16th May - 17th June

+5%

 

Token price:

 

AmountBonus
For a Purchase of $500,000 or more +20%
For a Purchase of $100,000 or more +10%
For a Purchase of $25,000 or more +5%
For a Purchase of $5,000 or more +2%

 

17. Referral programs

17.1 From time to time, Uhive may operate referral programs under which a User will be provided with a referral code, which can be used by the User and one third party (who is not yet registered as a User on the Network) to avail bonus Tokens during their next Token purchase.

 

17.2 The referral code will allow the referring User and the referred User to receive a percentage of bonus Tokens during their next respective Token purchase. The percentage of bonus Tokens will be equivalent to 5% of the total price of the User’s next Token purchase.

 

17.3 In order for the referrer and the referred party to use their respective referral codes, the referred party will need to be successfully registered as a User on the Network in accordance with the requirements set out in Uhive’s general terms and conditions.

 

17.4 Uhive may change the terms of the referral programs at any time in its sole and absolute discretion without notifying you in advance.

 

17.5 Uhive may remove the referral program at any time in its sole and absolute discretion without notifying you in advance.

 

18. Refunds

18.1 If you have changed your mind about purchasing the Token, you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions.

 

18.2 How long do you have to change your mind? You have 14 days after the day we email you to confirm we accept your Token Order, or, if earlier, until you start downloading the Tokens. If we deliver the Tokens to you immediately upon your purchase, and you agreed to this when ordering, you will not have a right to change your mind.

 

18.3 When you do not have a right to change your minds. Your right as a consumer to change your mind does not apply in respect of Tokens after you have started to download them to your Wallet.

 

19. Our rights to make changes

19.1 Minor changes to the Tokens. We may change the attributes of the Tokens:

(a) to reflect changes in the Applicable Laws and regulatory requirements, which may change the way in which Tokens are used on the Network, for example:

(i) the method of purchasing Spaces;
(ii) whether or not you can gift Tokens;
(iii) buying advertisements on the Network

(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Tokens.

 

19.2 More significant changes to the Tokens and these Terms. In addition, as mentioned on the Uhive website, we may make the following changes to these Terms or the Tokens, but if we do so we will notify you in advance and rather than change the Tokens, we may create a new type of tokens called V2 Tokens, which subject to regulatory approval under the Applicable Laws, may have the following attributes:

(a) we may allow for the V2 Tokens to be sold or traded between Users on the Network; or
(b) we may allow business Users to sell their products and services via the Network in exchange for V2 Tokens; or
(c) we may allow the price / value of the V2 Tokens to fluctuate; or
(d) we may allow the V2 Tokens to be stored by Users on external Wallets.

 

19.3 If we introduce V2 Tokens, you will still be able to use your Tokens on the Network, but we may stop selling them in the future. You may contact us to exchange your Tokens for the V2 Tokens, but are under no obligation to do so. You may not refund the Tokens for the initial price you paid if we introduce V2 Tokens, since you will have the option to exchange for V2 Tokens or utilise the Tokens. Further details on how an exchange of Tokens for V2 Tokens will be calculated will be provided to you if we introduce V2 Tokens.

 

19.4 Updates. We may update or require you to update your Uhive App, provided that the Tokens shall always match the description and attributes that we provided to you before you bought them. [However, the updated Uhive App may allow you, but not require you, to purchase any new type of tokens, such as V2 Tokens.

 

20. Restricted Countries

20.1 We recognise that certain jurisdictions, such as the People’s Republic of China (a Restricted Country), do not allow the public trading of cryptocurrencies due to regulatory concerns.

 

20.2 Uhive maintains that the Tokens are not marketed as, held out to be, or utilised, as security tokens or investment products on the Network or otherwise, and therefore Uhive does not prohibit residents of a Restricted Country from using the Platform or purchasing Tokens.

 

20.3 If you are:

(a) a resident of a Restricted Country; and
(b) are advised or informed that the governing laws of that jurisdiction prohibit you from being a User on the Network or from purchasing or holding Tokens by either:

(i) a lawyer qualified in the Restricted Country; or
(ii) a governing authority of the Restricted Country, then you must inform us immediately in order that we may take the necessary steps pursuant to clause 20.4.

 

20.4 If at any time, Uhive is advised or believes that a resident of Restricted Country should not be registered as a User on the Network or hold Tokens as a result of regulatory issues in the Restricted Country, we will take the appropriate steps to deregister Users from Restricted Countries from the Network. For the avoidance of doubt, Users shall not be entitled to a refund of any Tokens they have purchased.

 

20.5 We may update our policy regarding the use of the Network and Tokens
by residents of a Restricted Country depending on how the Applicable Laws in that jurisdiction develop from time to time, however we have no obligation to change our policies.

 

21. Your obligations to us

21.1 You must comply with the obligations set out in these Terms and all other Terms listed in clause 3 which are applicable to you (including the obligations in clause 16 of the general terms and conditions).

 

22. Termination

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

(a) you use the Tokens in any way which is inconsistent with these Terms;
(b) you try to sell the Tokens to any User or third party;
(c) 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;
(d) 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;
(e) if you are a business, you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;(f) if you are a business, you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
(g) you fail to pay any amount due in connection with the Tokens on the due date for payment and remain in default not less than 20 Business Days after being notified to make such payment;
(h) we are notified that you have committed an act of Gross Misconduct;
(i) you are convicted of a criminal offence;
(j) you seek to generate or earn Tokens through the use of bots;
(k) you recruit third parties to generate Tokens on your behalf;
(l) you disassemble, decompile or otherwise attempt to reverse engineer any portion or component of the Uhive App or Network including the Tokens;
(m) you use the Tokens for any purpose, at any location or in any manner not specifically authorised by Uhive;
(n) you make or retain any copy of the Tokens outside of the Uhive App;
(o) you sell, market, license, sublicense, distribute or otherwise grant to any third party, including any outsourcer, vendor, consultant or partner, any right to use the Tokens which is not authorised by Uhive;
(p) if you create multiple Accounts and use the Accounts to generate more Tokens;
(q) you use the Tokens in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms, or act fraudulently or maliciously, for example, by selling Tokens on third party websites or hacking into or inserting malicious code, including viruses, or harmful data, into the Uhive App or the Network for the purpose of stealing or destroying Tokens;
(r) if you use the Tokens in any way that may damage, disable, overburden, impair or compromise Uhive’s systems or security or interfere with the use of the Uhive App or Network by other Users;
(s) 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;
(t) if you withhold or provide Uhive with inaccurate information further to Uhive’s request for any information required pursuant to AML Laws.

 

22.2 If Uhive discovers you have committed an act under clause

 

22 or breached the Terms, we may:
(a) cease providing the Services;
(b) terminate the Terms between us and you;
(c) immediately suspend or terminate your Account and remove and delete your Space(s) including any content 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; and
(d) block your access to the Tokens and hold your Tokens in a separate wallet on trust until we determine, in our reasonable discretion, whether or not to return the Tokens or destroy them after a period of 6 months.

 

23. Compliance with laws and policies

23.1 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.

 

24. 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 22.

 

25. Dispute resolution

25.1 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.

 

26. General

26.1 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.

 

26.2 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.

 

26.3 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.

 

26.4 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.

 

26.5 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.

 

26.6 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.

 

26.7 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.

 

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

 

26.9 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.

 

26.10 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).

 

Client to confirm if this clause is aligned with the workings of the Network Uhive’s blockchain engineer will review and approve.



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