TERMS OF USE UACTIV

Last revised on June 7th, 2016.

Welcome to UACTIV, operated by UActive Technology Private Limited. (The “Company” or “UACTIV”).

1. AGREEMENT

- This User Agreement (the “Agreement”) is a contract between You (hereinafter the “User”, or “You”, “Your”) and UActive Technology Private Limited (“UACTIV” or “Company”), and governs your use of UACTIV’s Services. It is entered into in consideration for all the obligations, terms, and covenants set forth herein, and other good and valuable consideration.

- By creating a UACTIV account, whether through a mobile device, mobile application or computer (collectively, the “Service”) you agree to be bound by these Terms of Use (this “Agreement”) and acknowledge that you have read, and that you agree to and accept all of the terms and conditions contained in this Agreement.

- By using UACTIV’s Services, You acknowledge that You have read, and that You agree to and accept all of the terms and conditions contained in this Agreement.

- You should also read the UACTIV Privacy Policy, which is incorporated by reference into this Agreement and available in the Service. If you do not accept and agree to be bound by all of the terms of this Agreement, including the UACTIV Privacy Policy, do not use the Service. Please contact us with any questions regarding this Agreement.

2. ELIGIBILITY

- You must be at least 16 years of age to access and use the Service. Any use of the Service is void where prohibited. By accessing and using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

- When signing up for our services, You authorize UACTIV, directly or through third parties, to make any inquiries we consider necessary to validate Your identity. This may include asking You for further information, requiring You to take steps to confirm ownership of Your email address or financial instruments, and verifying Your information against third party databases, networking sites, or through other sources.

3. CREATING AN ACCOUNT

- In order to use UACTIV, you must sign in using your Facebook account or by providing us with your personal information. If you do so, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile and information about Facebook friends you might share in common with other UACTIV users. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

4. THE APP AND USER FEES

- UACTIV is a free application (“App”) service for users. Fees may apply for our advertising partners, as set forth in the corresponding advertising agreements. We reserve the right to cancel your accounts anytime. We reserve the right to change our service plans to require user fees or App download fees at any time without prior notice.

5. TERM AND TERMINATION

- This Agreement will remain in full force and effect while you use the Service and/or have a UACTIV account. You may terminate your account at any time, for any reason, by sending a mail to support@uactiv.co requesting to close and delete your account. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply: Section 5, Section 10, and Sections 13-17.

6. CLOSING YOUR ACCOUNT

- You may close Your Account at any time by sending a mail to support@uactiv.co requesting to close and delete your account.

7. ACCOUNT SECURITY

- You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security at help@uactiv.co and ensure that you log out from your account at the end of each session.

8. TERMS OF USAGE

- The services that UACTIV provides are strictly for the registered user only. We will not be held accountable for any information that is used by a third party not privy to this agreement. In addition, you may not use UACTIV to spread or communicate anything:

a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another's privacy;

b) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals in any way;

c) that purports to be from any person or entity, other than the User, or falsely states or otherwise misrepresents Your identity;

d) that includes personal or identifying information about another person without that person's explicit consent;

e) that is false, deceptive, misleading, deceitful, or mis-informative;

f) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that You do not have a right to make available under any law or under contractual or fiduciary relationships;

g) that advertises any illegal services or the sale of any items the sale of which is prohibited or restricted by applicable law, including without limitation items the sale of which is prohibited or regulated by applicable law;

h) that contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, device, or telecommunications equipment;

i) that employs misleading email addresses, names, photographs, or forged headers or otherwise manipulated identifiers in order to disguise the origin of transmitted content;

j) that violates Federal or State Law, including, without limitation, do not call lists and laws governing spam email, and other similar laws;

k) that seeks to engage in unlawful or violent activity, and the App may not be used for any such activity;

9. YOUR INTERACTION WITH OTHER USERS

- You are responsible for Your interactions with other users. You understand that the company currently does not conduct criminal background checks or other screenings on its users. The company also does not inquire into the background of all its users or attempt to verify the statement of its users. The company makes no representations or warranties as to the conduct of users or their compatibility with any current or future users. The company reserves the right to conduct any criminal background check or other screenings, at any time and using available public records.

- The Company is not responsible for the conduct of any user. In no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to communicate off the Service or meet in person. You understand that the Company makes no guarantees, either express or implied, regarding your ultimate compatibility with individuals you meet through the Service. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users.

10. PROPRIETARY RIGHTS

- The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

11. COPYRIGHT

- UACTIV is Copyright 2016 UActive Technology Private Limited, all rights reserved. All site and application content, including Agreements, Disclosures, Website Text, Application Text, Layout, and Images are property of UActive Technology Private Limited or are used under license. You may not reproduce, republish, or redistribute material from the website without permission of UActive Technology Private Limited or the original copyright holder. Nothing contained on this site should be construed as granting, by implication, waiver, estoppel, or otherwise, any license or right to use any of the copyrights without the written permission of UActive Technology Private Limited.

12. CONTENT POSTED BY YOU IN THE SERVICE

- You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “post”) on the Service or transmit to other users, including text messages, chat, videos (including streaming videos), photographs, or profile text, whether publicly posted or privately transmitted (collectively, “Content”). You may not post as part of the Service, or transmit to the Company or any other user (either on or off the Service), any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that (i) all information that you submit upon creation of your account, including information submitted from your Facebook account, is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false and (ii) you have the right to post the Content on the Service and grant the licenses set forth below.

- You understand and agree that the Company may, but is not obligated to, monitor or review any Content you post as part of a Service. The Company may delete any Content, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Service or the Company.

- By posting Content as part of the Service, you automatically grant to the Company, its affiliates, licensees and successors, a non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your Content by the Company will not infringe or violate the rights of any third party.

- Your use of the Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Service in the future; or (v) protect the rights, property or personal safety of the Company or any other person.

- You agree that any Content you place on the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service.

13. LIMITATION OF LIABILITY

- UACTIV assumes no responsibility for any loss attributed to the use of our application or services. In no event shall UACTIV or any third party providers or distributors be liable for any injury, loss, claim, damage, or damages, including, but not limited to, any special, exemplary, punitive, indirect, incidental or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with (i) any use of this site, application, or content found herein, or (ii) the actions or inactions of any other App users, registered or unregistered, or (iii) any sports or fitness related injuries stemming from the use of this site or App.

14. INDEMNIFICATION

- You agree to defend, indemnify and hold UACTIV and its officers, managers and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of Your breach of this Agreement and/or Your use of the Services.

15. FORCE MAJEURE

- In no event shall UACTIV or any third party providers or distributors be liable for any injury, loss, claim, damage, or damages, including, but not limited to, any special, exemplary, punitive, indirect, incidental or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, which arises out of interruptions of service caused by an act of God, terrorism, accident, fire, labor controversy, riot, civil commotion, act of public enemy, law, enactment, rule order, or act of any government or governmental instrumentality, failure of technical facilities, failure or delay of transportation facilities, illness or incapacity, or other cause of a similar or dissimilar nature not reasonably within the control of UACTIV or which UACTIV could not by reasonable diligence have avoided (each such act specified in this paragraph shall be referred to herein as a “force majeure event”).

16. DISCLAIMERS

- You acknowledge and agree that neither the Company nor its affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted in the Service, whether caused by users or any of the equipment or programming associated with or utilized in the Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.

- Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for and hereby waive any and all claims and causes of action with respect to any damage to your device, computer system, internet access, download or display device or loss or corruption of data the results or may result from the download of any such material. If you do not accept this limitation of liability, you are not authorized to download or obtain any material through the service.

- From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content available through the Service. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SERVICE, OR TRANSMITTED TO OR BY ANY USERS.

17. GOVERNING LAWS

- This Agreement and its performance shall be governed by the laws of the state of Maharashtra, India, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of Mumbai, state of Maharashtra, India, in all questions and controversies arising out of your use of this site and this Agreement, including all questions and controversies subject to binding arbitration. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this site must be brought within one (1) year from the date on which such claim or action accrued.

18. MODIFICATION & NOTICE

- UACTIV may at any time modify these terms and conditions and Your continued use of this site will be conditioned upon the terms and conditions in force at the time of Your use. The most current version of the User Agreement can be accessed through the hyperlink via the UACTIV App or site. It is Your responsibility to review the User Agreement regularly, as the most current version found in the UACTIV site and app will supersede all earlier versions. Continued use of Your membership constitutes acceptance of the most recent version of the User Agreement. Your continued use of Your UACTIV membership also constitutes acceptance of the terms of our Privacy Policy, the terms of which are incorporated herein. Our Privacy Policy can be accessed through the hyperlink in the UACTIV site and within the App.

19. ENTIRE AGREEMENT

- This Agreement, with the privacy policy and any specific guidelines or rules that are separately posted for particular services or offers in the Service, contains the entire agreement between you and the Company regarding the use of the Service. This Agreement supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this site. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner.