Effective date: March 19, 2019

These Terms and Conditions (hereinafter the “T&C”) are the contract between TOSHI SAN S.R.L. (hereinafter "TOSHI SAN") and the User, which regulates the access and use of the mobile application called "TOSHI SAN" (hereinafter the "Application").

1. TOSHI SAN is a limited liability company duly incorporated under the laws of the Oriental Republic of Uruguay.

2. The Application is a virtual and interactive platform whose objective is to help people who have difficulties to maintain healthy habits. The Application seeks to generate synergy through a group of people, encouraging, motivating and engaging through collective behavior that will lead the User to strengthen and sustain individual efforts.

3. The registration as User of the Application, as well as the mere use of the Application, will imply acceptance by the User of these T&C.

4. If the User does not wish to be bound by these T&C, and all applicable national and international rules and regulations, he / she must refrain from using the Application.

5. TOSHI SAN reserves the right to modify these T&C at any time and in its sole discretion. The modifications of these T&C will be published in the Application, which the User must accept, otherwise he will not be able to use the Application.

6. The access and use of the Application will be onerous, with the User having to subscribe to the Application and pay in a monthly basis the price established by TOSHI SAN. Furthermore, the Application may also offer products and services subject to certain fees also established by TOSHI SAN.

7. Free Trials. Any free trial or other promotion that provides User access to the Application must be used by User within the specified time of the trial. At the end of the trial period, User’s use of the Application will expire and any further use of the Application is prohibited unless User subscribes to the Application and pays the applicable fee.

8. The User must pay all fees in accordance with the billing terms in force at the time that each fee must be paid. Payments must be made by the User through the Application and/or through alternative methods of payment offered by TOSHI SAN.

9. TOSHI SAN reserves the right at any time to change its prices and billing methods. These changes will become effective as soon as the User is notified.

10. TOSHI SAN reserves the right to: (i) add new services to the Application, with additional fees and/or (ii) modify the fees of the existing services and/or (iii) modify the fees of User’s subscription, at any time and in its sole discretion. Any change in the prices or terms of payment will become effective as soon as the User is notified.

11. Taxes. The User will pay any applicable tax in relation to, on the one hand, the payment of the onerous version and, on the other hand, to any payment for services contracted through the Application.

12. User agrees to make all payments of fees to TOSHI SAN free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to TOSHI SAN will be User’s sole responsibility. User will have to provide TOSHI SAN with official receipts issued by the appropriate taxing authority, or such other evidence as TOSHI SAN may reasonably request, to establish that such taxes have been fully paid.

13. TOSHI SAN’s fees are net of any applicable tax. If any services, or payments for any services under this T&C are subject to taxes in any jurisdiction and User has not remitted the applicable tax to TOSHI SAN, User will be responsible for the payment of such tax and any related penalties or interest to the relevant tax authority, and User will indemnify TOSHI SAN for any liability or expense TOSHI SAN may incur in connection with such taxes. Upon TOSHI SAN’s request, User will have to provide official receipts issued by the appropriate taxing authority, or other such evidence that User has paid all applicable taxes.

14. The User can cancel his account at any time. In case of having contracted the onerous version or of having contracted paid services foreseen in the Application, there will be no right to reimbursement for its cancellation. In the case that TOSHI SAN suspends or cancels the User's account, or rescinds these T&C’s, the User accepts that he will not be entitled to a refund either.

15. At any time and without prior notice TOSHI SAN may make improvements, updates or changes to the Application, which involve interruptions. TOSHI SAN will not be responsible for these interruptions, whether partial or definitive.

16. TOSHI SAN may modify, suspend or discontinue the Application temporarily or permanently. TOSHI SAN will not be liable to the User or to third parties for any modification, suspension or temporary or definitive discontinuance of the Application.

17. TOSHI SAN reserves the right to suspend, deactivate and/or eliminate the User's account at its sole discretion, at any time and without prior notice. The elimination of the account will result in the elimination of all information related to the User's account in the Application.

18. TOSHI SAN reserves the right to terminate these T&C’s, at its sole discretion, at any time and without prior notice. In the event of termination of these T&C, TOSHI SAN may delete all data and information related to the User's account in the Application.

19. The Application is controlled and operated from facilities located in the Oriental Republic of Uruguay. TOSHI SAN does not guarantee that the use of the Application is appropriate or available for use in other countries. The User who accesses or uses the Application from other countries does so voluntarily and is fully responsible for compliance with all applicable laws and regulations in that country.

20. As part of the use of the Application, the User may receive notifications, text messages, alerts, emails and other electronic communications. The User accepts the receipt of these communications. The User will be responsible and will assume for any fee that may be charged to receive these communications.

21. For the use of the Application, the User must register, establishing an access password which must be kept under his care and responsibility. The accounts and passwords to access the Application are personal and non-transferable. The User is responsible for maintaining the confidentiality of the account and password and is fully responsible for all activities that occur under his account. The User must notify TOSHI SAN immediately of any unauthorized use of their account or password.

22. TOSHI SAN reserves the right to deny access to the Application to any User and to withdraw, in its sole discretion and without prior notice, contents that are added by Users in the Application.

23. The Application may only be used by persons of legal age.

24. The User declares and guarantees that:

    1. It is of legal age according to the personal status that is applicable to it by the regulations that rules the User.

    2. All the information provided in the Application is true, accurate, current and complete.

    3. Will use the Application according to good customs and for lawful purposes.

    4. Will do not use the Application for commercial purposes.

    5. Will not modify, copy, distribute, transmit, display, reproduce, publish, grant licenses, transfer, sell any type of information, software, product or service derived from the Application, without the prior written consent of TOSHI SAN.

    6. Will not access, nor copy any type of content or information of the Application, either through the use of robots and/or automated means and/or through a manual process, without the prior written consent of TOSHI SAN.

    7. Will not use the Application for defamation, abuse, threats or any other action that entails or may lead to the violation of rights of third parties and/or distribute content that could be considered contrary to the laws, morals and good customs.

    8. Will not publish in the Application content that is fraudulent, false, deceptive, defamatory, obscene, pornographic, vulgar and/or offensive.

    9. Will not promote discrimination, intolerance, racism, hatred, harassment or harm against any person or group.

    10. It will not promote illegal activities.

    11. It will not load any content that contains software viruses or that is designed to interrupt, destroy or limit the functionality of any equipment or service, or that contains other files or harmful, disruptive or destructive contents.

    12. Will not use another user's account without your authorization.

25. The Application offers tools for Users to make content contributions. The User declares and guarantees that the material contributed is of its exclusive authorship and/or that it has the permission of the holders of their rights for its use, under their responsibility. TOSHI SAN will not be responsible for any type of infraction, be it civil, criminal or administrative, among others, for the material that Users contribute to the Application. By making the material available in the Application, the User grants TOSHI SAN a non-exclusive, transferable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, distribute the content, totally or partially, including the name of the User, in any media.

26. TOSHI SAN will not be responsible for any consequence, damage or harm that may arise from the use of the Application by the User.

27. The User is solely responsible for their interactions with other Users of the Application. TOSHI SAN reserves the right, but has no obligation, to monitor disputes between Users. TOSHI SAN will not have any responsibility for interactions of the User with other Users.

28. The Application, its source code, logos, trademarks, sounds and designs that appear in the Application are the property of TOSHI SAN and not the User, and therefore the User cannot copy, imitate or use, in its entirety or in part, without prior written authorization from TOSHI SAN.

29. The Application includes photos, images, graphics, video, audio, data, text, music, exercise regimes, food records, recipes, comments, software, authorship work of any kind, and any other information, content or other material, are protected by copyright, trademarks, patents, intellectual property. The logos and any other trademark of TOSHI SAN that may appear on the Application may not be copied, imitated or used, in whole or in part, without prior written authorization from TOSHI SAN. Other registered trademarks, products and names of services and names of companies or logos mentioned in the Application are the property of their respective owners and cannot be copied, imitated or used, in whole or in part, without the permission of the corresponding owner.

30. The User agrees that TOSHI SAN may collect the information added by the User in the Application, as established in these T&C.

31. TOSHI SAN does not guarantee that unauthorized third parties will never be able to break the security measures of TOSHI SAN and therefore does not guarantee that unauthorized third parties cannot access the information loaded by the User in the Application. The User declares and recognizes that the information provided in the Application is at its own risk. TOSHI SAN will not be responsible if the information provided by the User in the Application is obtained by an unauthorized third party.

32. The Application may contain links to websites and/or third-party applications. TOSHI SAN is not responsible for the content of the products and/or services and/or any other content offered by third-party advertisers in the Application. The participation between the User and third-party advertisers in the Application found through the use of the Application are solely between the User and the advertiser. TOSHI SAN will not be responsible for any loss or damage of any kind incurred because of the links between the User and the advertiser or as a result of the presence of advertisers in the Application.

33. TOSHI SAN may at its sole discretion and without cause, cancel the User's account and/or password, and/or the use of the Application, and archive and/or delete any content within the Application that the User has added.

34. The User accepts that any termination of their access to the Application may take place without prior notice, and accepts that TOSHI SAN may deactivate, archive or delete their account and all information and/or related files in their account. TOSHI SAN will not be liable to the User or any third party for the termination of the User's access to the Application.

35. The use of the Application by the User is at your own risk. If the User is not satisfied with the Application, or with these T&C or any other applicable rule to the use of the Application, his only recourse is to cease the use of the Application. TOSHI SAN will not be liable for any damages arising from the use or inability to use the Application, or any other matter related to the Application.

36. TOSHI SAN makes no warranty, express or implied, regarding the use of the Application, nor does it guarantee the accuracy, reliability, integrity of the services, software, text, graphics and links of the Application.

37. TOSHI SAN will not be responsible about any loss of the data that the User loads in the Application.

38. TOSHI SAN will not be responsible for the accuracy, reliability, availability, effectiveness and/or correct use of the information received by the User through the Application. The Application provides data for informational purposes only and is not intended to be a substitute for the advice of a doctor or other professional. The Application is not intended to diagnose, treat, cure or prevent any disease.

39. TOSHI SAN is not responsible for health problems that may arise or derive from the use of the Application.

40. TOSHI SAN recommends that the use of the application to be accompanied by the corresponding professional advice, in order to achieve the best results.

41. Any material obtained by the User through the use of the Application is made in its own discretion and risk, and the User is solely responsible for any damage to your computer system or loss of data resulting from obtaining such material.

42. TOSHI SAN takes seriously the publication of any material that represents defamation, infringement of intellectual property or breach of these T&C or any other standard. The User has the right to send a notice requesting that TOSHI SAN remove the material published in the Application that the User believes is defamatory, infringes the intellectual property rights of TOSHI SAN or a third party and/or breaches these T&C or any other applicable standard. TOSHI SAN will review any notice as soon as reasonably possible and will act to remove such material. The User authorizes TOSHI SAN to contact any person, firm, company or organization that has sent such offensive material to alert them about the measures taken by TOSHI SAN.

43. The User shall indemnify and keep unscathed TOSHI SAN, its officers, directors, employees, affiliates, agents, licensors and contractors harmless from any claim, demand, action, dispute, complaint and/or investigation filed by a third party, governmental authority, and/or any agency, arising from or related in any way to the following:

    1. The access and use of the Application by the User, including the content loaded or downloaded from the Application.

    2. Violation of these T&C or any law or rights of a third party, including, but not implying limitation, those relating to the right of privacy or intellectual property rights.

    3. Any claim that arises based on the behavior of the User in the Application.

    4. Any claim that arises based on the behavior of the User in the Application, in relation to other Users of the Application.

44. TOSHI SAN reserves the right to assign the ownership of the Application, or to merge its activity together with third parties, without requiring the consent of the User.

45. The User may not assign these T&C without the prior written consent of TOSHI SAN.

46. Access to the Application may be illegal or restricted in certain jurisdictions. It is the User's responsibility to ensure that the use of the Application is not prohibited by law in their own jurisdiction and to comply with local restrictions that apply.

47. If any provision of these T&C is qualified as invalid, illegal, inapplicable or unenforceable by a competent court, the other provisions shall remain in force and valid, provided that such provision, or the part of it that is affected, is not applied.

48. The fact that TOSHI SAN does not enforce any right under these T&C’s will not constitute a waiver of such right.

49. These T&C together with any additional modification that TOSHI SAN may make in relation to the Application, shall constitute the entire agreement between the User and TOSHI SAN in relation to the Application.

50. The validity, vigor, execution and interpretation of these T&C will be ruled exclusively by the laws of the Oriental Republic of Uruguay. Any difference with respect to the interpretation or application of these T&C that cannot be settled amicably between the parties, will be subject to the jurisdiction of the courts of Montevideo, Oriental Republic of Uruguay, unless the applicable law imperatively determines another jurisdiction or different jurisdiction.

Contact Us

If you have any questions about this T&C, please contact us:

• By email: contact@toshisan.app