1.1 What these terms cover. These are the terms which will govern the use of the Network and the Services by Business Users (defined below). There are additional Terms to cover certain Services and provisions in further detail, which will also be applicable to Business Users (Terms).
1.2 Why you should read them. Please read these terms carefully before you use the Network for business purposes. These terms will explain how Business Users can register on the Network along with other important information such as the restrictions on any content that Business Users choose to share or post on their Space. 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.
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.
Account: a User or Business 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.
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 Network, as amended from time to time, including but not limited to the Money Laundering Regulations 2017 (as amended).
Business User or ‘you’: 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.
Contract: the contract between a Business User and Uhive for the purchase and display of Advertisements on the Network in accordance with the Terms.
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.
Restricted Country: the People’s Republic of China.
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.
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.
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:
|General terms and conditions||https://www.uhive.com/legal/general-terms-and-conditions/|
|Revenue sharing policy||https://www.uhive.com/legal/revenue-sharing-policy/|
|Community Standards and Content Policy (Civilised World)||https://www.uhive.com/legal/community-standards-policy/|
|End-user licence agreement||
4.1 We make no guarantee of any results from using the Uhive Network including in respect of any income realised.
4.2 The Network has not been designed for the purpose of generating revenue for Users or Business Users, although this may be possible depending on how the Network is utilised.
4.3 Any information, commentary, views, opinions figures, percentages, indications, estimations or any other material expressed or featured on the Network which has been uploaded by Users or Business Users or communicated directly between Users or Business Users shall not be the responsibility of Uhive and Uhive shall assume no liability in relation to such information (including its accuracy), which is a matter for the Users or Business Users making the information available in the first instance.
4.4 By virtue of allowing information or content to be available on the Network, Uhive is not providing advice or any recommendation to any User or Business User to connect with or engage or deal with any other User or Business User or third-party individual or business.
4.5 Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:
4.6 4.6 Subject to clause 4.5, the types of loss listed in this clause 4.6 are wholly excluded:
4.7 Subject to the preceding provisions of this clause 4, unless the User or Business 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
5.1 You warrant that:
(a) you have the authority to bind the Business User to these Terms and the Contract;
(b) you are the owner or approved licensee of the Intellectual Property Rights featured in your Advertisement(s);
(c) you will be solely responsible for the handling of any complaints, claims or disputes between you and any Users you interact with on the Network or otherwise, including any complaints, claims or disputes raised against us by Users who have interacted with you, your Space(s) or Advertisements on the Network;
(d) you will promptly provide us with any information we require in relation to any complaint by, or dispute with, a User;
(e) you will cooperate with us at all times in the fulfilment of your obligations under the Terms;
(f) you will be responsible for:
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 your Advertisement of a third party’s Intellectual Property Rights;
(b) any claims, causes of action or disputes raised against Uhive which relate to your:
6.1 To register as a Business User on the Network, you must do the following:
(a) select the ‘Business Spaces’ option in the Uhive App;
(b) provide us with details of your business such as:
(c) provide us with the information and documentation we require pursuant to the KYC policy found here: https://www.uhive.com/legal/kyc-policy;
6.2 Uhive reserves the right to request any further information and documentation that it believes is necessary pursuant to AML Laws and to authenticate the Business User as a ‘verified’ Business User.
6.3 Uhive may take around 48 hours to review the information and documentation you provide, but shall have no liability to you if the process takes longer. If we have any questions regarding the information you provided or require further information, then we will require you to provide the necessary responses, information or documentation in order to authenticate you as a Business User.
7.1 Uhive’s Network does not currently have the functionality to engage directly with Business Users regarding the purchase of Advertisements on the Network.
7.2 At present, Uhive engages with Advertisers (third party online advertising platforms), such as, but not limited to, Google Admob, and agrees pay-per-click arrangements pursuant to the standard terms of business of such Advertisers.
7.3 As and when Uhive’s Network support’s such features, the provisions in clause 7 will be expanded to explain how Business Users can purchase Advertisements for display on the Network.
8.1 You must:
8.2 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).
9.1 Unless otherwise agreed in writing, all Intellectual Property Rights:
9.3 Other than the licence expressly granted under clause 9.2, Uhive does not grant any licence of, right in or makes any assignment of any of its Intellectual Property Rights.
10.1 The content you create, post or share on the Network, including your Advertisements, must:
(a) comply with Uhive’s community standards policy (found here: https://www.uhive.com/legal/community-standards-policy/;
(b) not include information which is deceptive, misleading, fraudulent or w which contains information which cannot be substantiated with facts;
(c) have a reasonable connection with the products or services you advertise;
(d) not feature inaccurate pricing;
(e) not infringe the Intellectual Property Rights of third parties;
(f) not feature misleading or inaccurate claims about competitors including their products or services;
(g) comply with all Applicable Laws, including advertising laws, of the United Kingdom and the jurisdiction in which the products and services are being marketed;
(h) not promote or provoke hate speech, discrimination or violence against any individual, organisation, race, religion, ethnicity, gender, age or sexual preference;
(i) not contain spyware or malware;
(j) not redirect Users to external websites or landing pages that do not relate to the post or headline clicked by the User on the Network;
(k) not promote products or services which:
(l) feature nudity or overtly explicit or sexual imagery.
11.1 Business Users cannot do the following on the Network:
(a) sell products and services directly on the Network to Users;
(b) sell Tokens to Users;
(c) sell or trade virtual currency or any type of cryptocurrency, especially where the virtual currency or cryptocurrency can be used, sold or traded outside the Network;
(d) cannot accept payment (in either Fiat Currency, Tokens or any other form of exchange) from Users via the Network for the sale of your products and services;
(e) cannot accept Tokens as gifts from Users as payment in exchange for products or services;
(f) promote products and services which infringe the Intellectual Property Rights of third parties;
(g) promote products and services which require the consent, licence or approval from a third party, unless you can provide evidence that you have obtained such rights in writing;
(h) promote products and services which require Uhive to pay commission, royalty fee or any other fee to a third party.
12.1 To the extent required by Data Protection Legislation, these Terms will also be the data processor agreement between Uhive and the Business User.
12.2 Uhive and the Business User acknowledge and agree that the performance of either party’s obligations under these Terms shall not require the transfer of any Users’ personally identifiable information (as defined in Data Protection Legislation) between Uhive and the Business User.
13.1 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 verify you as a Business User.
13.2 Uhive is entitled to take up to 48 hours to review the information and documentation you provide. 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 verify you as a Business User.
14.1 If you are:
14.2 If at any time, Uhive is advised or believes that a resident of Restricted Country should not be registered as a User or Business User on the Network as a result of regulatory issues in the Restricted Country, we will take the appropriate steps to deregister Users or Business Users from Restricted Countries from the Network.
14.3 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.
15.1 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 post content or promote products or services in any way which is inconsistent with these Terms;
(b) 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;
(c) 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;
(d) 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;
(e) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
(f) 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;
(g) we are notified that you have committed an act of Gross Misconduct;
(h) you are convicted of a criminal offence;
(i) you reward or gift Users with Tokens for sampling or promoting your products and services, without the prior written consent of Uhive;
(j) you disassemble, decompile or otherwise attempt to reverse engineer any portion or component of the Uhive App or the Network including the Tokens;
(k) 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 Network which is not authorised by Uhive;
(l) if you create multiple Accounts;
(m) 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;
(n) if you withhold or provide Uhive with inaccurate information further to Uhive’s request for any information required pursuant to its own reasonable requests, or any Applicable Laws or AML Laws.
15.2 If Uhive discovers you have committed an act under clause 15 or breached the Terms, we may:
16.1 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.
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 15.
18.1 If any dispute arises regarding any obligation of either party pursuant to the Terms:
19.1 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.
19.2 Foreign jurisdictions. Although Uhive aims to make the Network accessible to all types of Users and Business Users, if your business is 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 or Business User;
(b) engage in business or commercial activities, including the promotion of any products or services.
19.3 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.
19.4 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.
19.5 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.
19.6 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.
19.7 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.
(a) Any notice or other communication given to a party under or in connection with the Terms shall be in writing and shall be:
(b) Any notice or communication shall be deemed to have been received:
(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.
19.9 Third party rights. No one other than a party to these Terms shall have any right to enforce any of its terms.
19.10 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.
19.11 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).