Terms of Service

1. INTRODUCTION & ACCEPTANCE OF TERMS

These Terms of Service, together with any policies, notices, rules, guidelines, and supplementary terms expressly incorporated by reference (collectively, this “Agreement”), constitute a comprehensive and legally binding contract between you (“User”, “you”, “your”) and Pedivo LTD, a company incorporated in Nigeria (registration number: 9222604) (“Company”, “Pedivo”, “we”, “us”, “our”).

This Agreement governs your access to and use of (i) the Pedivo mobile application (the “App”), (ii) the website located at https://www.pedivo.com (the “Website”), and (iii) all related services, features, content, virtual currency systems, social community functionality, rewards, promotions, integrations, APIs, and other offerings provided by Pedivo (collectively, the “Services”).

1.1 Affirmative Consent and Binding Effect. By downloading, installing, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you are strictly prohibited from using the Services and must immediately uninstall the App and discontinue use.

1.2 Electronic Contract and Signature. This Agreement is an electronic contract. Your access to and/or use of the Services constitutes your electronic signature and assent, carrying the same legal force and effect as a handwritten signature, to the maximum extent permitted by applicable law.

1.3 Changes to the Agreement. We may amend this Agreement from time to time, including for legal, regulatory, security, or operational reasons. Where changes are material, we will provide reasonable notice (including in-app notice) as required by applicable law. Your continued use of the Services after the Effective Date of updated terms constitutes your acceptance of the updated Agreement.

1.4 Additional Policies. Your use of the Services is also subject to (i) our Privacy Policy, (ii) Community Guidelines, (iii) rewards and promotion rules, and (iv) any additional terms displayed within the App for particular features (together, “Supplemental Terms”). If there is a conflict between this Agreement and Supplemental Terms for a specific feature, the Supplemental Terms will govern for that feature.

2. DEFINITIONS

For purposes of this Agreement, the following definitions apply. Defined terms may be used in the singular or plural as the context requires.

• “Account” means a unique profile created by a User to access the Services, including authentication credentials and associated profile settings.
• “Virtual Coins” refers to Pedivo’s proprietary digital units earned through the verification of physical activity, used to access certain features and/or rewards subject to eligibility and availability.
• “Verified Steps” refers to movement data that has passed the Company’s proprietary anti-fraud and validation algorithms and is eligible for conversion into Virtual Coins, subject to this Agreement.
• “Midnight Reset” refers to the automated synchronization process occurring at 00:00 (12:00 AM) local time based on the User's device settings, where daily step counters reset.
• “Data Protection Laws” means the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Nigeria Data Protection Act (“NDPA”), the California Consumer Privacy Act (“CCPA”), and any successor legislation, as may apply to you.

Any capitalized term not defined in this Section may be defined elsewhere in this Agreement or in applicable Supplemental Terms.

3. ELIGIBILITY & ACCOUNT REGISTRATION

3.1 Age Requirements. You must be at least 13 years of age to use the App. Where local law requires a higher age of digital consent (for example, 16 in certain EU member states), you must meet that higher requirement. By using the Services, you represent and warrant that you meet all eligibility requirements and have the legal capacity to enter into this Agreement.

3.2 Account Registration. To access certain features, you may be required to create an Account. You agree to provide accurate, current, and complete information during registration and to keep such information updated.

3.3 Account Security. You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activity that occurs under your Account. You agree to:

• Provide accurate and truthful registration data.
• Update your information promptly to keep it accurate.
• Immediately notify us of any unauthorized use of your Account, compromised credentials, or suspected security incident.
• Accept all risks of unauthorized access to your Account resulting from your failure to secure your credentials or your device.

3.4 One Account Per User. Each physical person is permitted only one Pedivo Account unless expressly authorized by Pedivo in writing. Multiple Accounts registered to the same person or device may be suspended or terminated without notice.

3.5 Suspension for Misrepresentation. We reserve the right to suspend or terminate any Account where we reasonably believe registration information is false, misleading, incomplete, or used to circumvent system limits, sanctions, or fairness controls.

4. HEALTH & FITNESS DISCLAIMER (MANDATORY DISCLOSURE)

4.1 Not a Medical Device. Pedivo is a fitness motivation and lifestyle tool. It is NOT a medical device, and the Services do not constitute medical advice, diagnosis, or treatment. The Services are intended for informational and motivational purposes only.

4.2 Consult Your Physician. You should consult with a qualified healthcare professional before starting any exercise or wellness program, particularly if you have a history of heart disease, high blood pressure, respiratory conditions, pregnancy, or any injury or medical concern.

4.3 Assumption of Risk. Physical activity carries inherent risks of injury, illness, disability, and death. By using the Services, you acknowledge these risks and voluntarily assume all responsibility for your participation in physical activities. Pedivo shall not be liable for any health complications, injuries, or fatalities arising from your use of the Services to the maximum extent permitted by law.

4.4 No Reliance. Do not disregard professional medical advice or delay seeking it because of information viewed within the App. Calorie estimates, step counts, activity metrics, and other outputs are estimates and may vary significantly from clinical or laboratory measurements.

4.5 Emergency Situations. If you believe you are experiencing a medical emergency, immediately contact emergency services. Do not rely on the App for emergency response, monitoring, or diagnosis.

5. STEP TRACKING & DATA ACCURACY

5.1 Sensor Integration. Pedivo calculates activity by accessing supported device sensors and technologies which may include accelerometer data, GPS, and pedometer hardware, as well as operating-system level services.

5.2 Technical Discrepancies. You acknowledge that step tracking is not an exact science and may be affected by factors including:

• Device hardware quality, age, and calibration.
• Device placement (e.g., pocket vs. handbag) and movement patterns.
• OS-level battery optimization or "Low Power Mode" restrictions.
• Signal interference or limited connectivity for GPS-dependent modes.
• Environmental conditions and user behavior that affects sensor readings.

5.3 Third-Party Health Kits. If you authorize synchronization with Apple Health (HealthKit) or Google Fit, we rely on data provided by those platforms. We do not control, and are not responsible for, any data corruption, delays, inaccuracies, or outages originating from such third-party platforms.

5.4 No Guarantee of Accuracy. We do not warrant that any metrics, summaries, leaderboards, or reward calculations are accurate, complete, or error-free. Where required by law, this disclaimer does not limit statutory rights you may have.

6. DAILY RESET & STEP CONVERSION PROTOCOL

6.1 The Midnight Rule. For integrity and fairness, steps are tracked on a daily 24-hour cycle which resets at 00:00 (12:00 AM) local time based on your device settings.

6.2 Manual Conversion Required. Steps recorded by the App may remain “pending” until you manually open the App and trigger the conversion process to convert eligible steps into Virtual Coins, subject to validation.

6.3 Forfeiture at 12:00 AM. At 12:00 AM (00:00) local time, the daily step counter resets to zero. ANY UNCONVERTED STEPS FROM THE PREVIOUS DAY ARE PERMANENTLY VOIDED. Pedivo cannot recover, restore, or retroactively convert steps once the Midnight Reset has occurred. It is the User’s sole responsibility to ensure conversion happens before the daily deadline.

6.4 Device Time Manipulation. We may treat manipulation of device time, timezone, or system settings intended to circumvent the Midnight Reset, forfeiture rules, or conversion deadlines as a violation of the Anti-Cheat Policy and grounds for enforcement action.

7. VIRTUAL COINS & REWARDS

7.1 Nature of Virtual Coins. Virtual Coins are a limited, non-exclusive, non-transferable, revocable, personal license to access certain features of the Services, subject to compliance with this Agreement. Virtual Coins are not property, do not confer ownership rights, and may be modified, suspended, or terminated as permitted herein.

7.2 No Cash Value. Virtual Coins are NOT legal tender, currency, or a financial instrument. They have no cash value and cannot be exchanged for fiat currency from the Company. Any reference to “value” is for feature access, promotions, or rewards logic only.

7.3 Reward Redemption. Rewards (e.g., discounts, physical goods, digital vouchers) are subject to availability and “while supplies last,” and may be provided or fulfilled by third parties. You acknowledge and agree that:

• Rewards may be subject to additional terms, eligibility criteria, geographic restrictions, or partner rules displayed in the App.
• Rewards are often provided by third-party partners. Pedivo does not warrant the quality, safety, legality, or fitness for purpose of any third-party reward.
• Shipping costs, taxes, customs duties, import fees, and any other charges associated with physical rewards are the sole responsibility of the User, unless expressly stated otherwise.
• Rewards are generally non-transferable and may be void where prohibited by law or partner rules.

7.4 Expiration. Pedivo reserves the right to expire Virtual Coins in accounts that have been inactive for more than 180 consecutive days, subject to applicable law and any required notices.

7.5 Adjustments and Corrections. We may adjust Virtual Coin balances, reward eligibility, or related records to correct errors, address fraud or abuse, comply with law, or reflect validated activity. We may require additional verification before redemption.

8. LEADERBOARDS, CHALLENGES & SOCIAL

8.1 Public Visibility. By participating in leaderboards, clubs, or challenges, you acknowledge and agree that your username, profile picture (if enabled), and activity statistics (including steps, coins, calories, and ranking) may be visible to other users globally.

8.2 Challenges. Challenges may be sponsored by third parties and may have additional rules, eligibility criteria, and prize terms displayed within the App. Participation is voluntary and at your own risk.

8.3 Club Membership. Users may create or join “Clubs.” Club administrators are primarily responsible for moderating content within their clubs; however, Pedivo reserves the right to monitor, restrict, remove content, or disband any club that, in our judgment, facilitates illegal, harmful, abusive, infringing, or otherwise prohibited activity.

8.4 User-Generated Content. Content you post or share through the Services (“User Content”) remains your responsibility. You grant Pedivo a worldwide, non-exclusive, royalty-free license to host, store, display, and distribute such User Content solely to operate and improve the Services, subject to our Privacy Policy.

9. COMMUNITY, CLUBS & FRIENDS

9.1 User Conduct. You agree not to use the Services to:

• Harass, bully, stalk, threaten, or otherwise abuse other users.
• Post sexually explicit, violent, hateful, or otherwise unlawful or harmful content.
• Promote commercial services, spam, or solicitations without our written consent.
• Impersonate another person or misrepresent your affiliation with any person or entity.

9.2 Contact Discovery. If you opt-in to “Find Friends,” we may access your device’s contact list to match you with other Pedivo users. We do not store the contact information of individuals who are not registered on our platform, and we may use technical safeguards (such as hashing) to protect contact data.

10. FAIR USE & ANTI-CHEAT POLICY

10.1 Prohibited Maneuvers. To ensure fairness and integrity, the following activities are strictly prohibited:

• Using “phone shakers,” turntables, or mechanical devices to simulate steps.
• Using GPS spoofing software or “rooted/jailbroken” devices to bypass security.
• Modifying the App’s binary code, tampering with sensors, or intercepting API calls.
• Exploiting software bugs, vulnerabilities, or reward loopholes to gain Virtual Coins.
• Creating multiple accounts or colluding to manipulate rankings or rewards.

10.2 Detection & Enforcement. Pedivo uses proprietary AI, pattern analysis, and velocity-checks to detect unnatural movement and suspicious activity. We may conduct reviews, request verification, or temporarily restrict activity pending review.

10.3 Sanctions. If we determine, in our sole discretion, that you have violated this policy, we may:

• Nullify or adjust your Virtual Coin balance and/or step totals.
• Disqualify you from current and future rewards, promotions, or challenges.
• Permanently ban your Account and/or device identifier(s) from the platform.
• Refer suspected unlawful activity to appropriate authorities where required or appropriate.

11. PRIVACY & DATA PROCESSING (GDPR / NDPR)

11.1 Data Controller. Pedivo LTD is the controller of your personal data processed in connection with the Services, unless stated otherwise in applicable Supplemental Terms.

11.2 Legal Basis for Processing. We process your data under one or more lawful bases, including:

• Performance of Contract: To track steps and award coins.
• Explicit Consent: For processing health data (steps, calories) where required.
• Legitimate Interest: For fraud detection, network security, and service integrity.

11.3 Data Retention. We retain your data only as long as your Account remains active or as needed to provide the Services, resolve disputes, enforce our agreements, and comply with legal obligations, subject to our Privacy Policy.

11.4 International Transfers. Your data may be transferred to and processed in countries other than your own. Where required, we implement Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms to protect your data.

12. THIRD-PARTY SERVICES & INTEGRATIONS

The Services may include integrations or links to third-party websites, platforms, or services (including advertisers, analytics providers, app stores, payment processors, and health platforms). Pedivo does not control these third parties and is not responsible for their content, availability, security, or privacy practices. Your use of third-party services is at your own risk and subject to those third parties’ terms and policies.

13. ADDITIONAL TERMS FOR SPECIFIC SERVICES (MANDATORY SECTION)

Certain Pedivo features are subject to third-party terms and privacy policies. By using the App, you are bound by these external agreements where applicable:

For clarity, where third-party terms conflict with this Agreement with respect to a third-party service, the applicable third-party terms govern the relationship between you and that third party.

14. USER RIGHTS (GDPR / NDPR / CCPA)

Under applicable Data Protection Laws, you may have rights including:

• Right of Access: Request a copy of the personal data we hold about you.
• Right to Erasure: Request the deletion of your Account and associated data.
• Right to Rectification: Correct inaccurate or incomplete data.
• Right to Withdraw Consent: Revoke permission to track health data (note: this may disable core App functionality).

To exercise these rights, please contact our Data Protection Officer at admin@pedivo.com. We may require reasonable verification of identity before fulfilling requests.

15. SERVICE AVAILABILITY & MODIFICATIONS

15.1 “As-Is” Basis. The Services are provided on an “as-is” and “as-available” basis without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law.

15.2 Right to Modify. Pedivo reserves the right to modify, suspend, or discontinue any feature, reward, or the entire Service at any time, with or without notice, and without liability to you, except where prohibited by applicable law.

16. ACCOUNT SUSPENSION & TERMINATION

We may suspend or terminate your Account immediately if:

• You breach any provision of this Agreement.
• We are required to do so by law.
• Your Account has been inactive for an extended period.
• We reasonably suspect fraud, abuse, or security risk.

Upon termination, your right to use the Services ceases, and all unconverted steps and Virtual Coins are immediately forfeited to the maximum extent permitted by law.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PEDIVO LTD BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, OR HEALTH, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES. OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE LAST SIX MONTHS.

Nothing in this Agreement excludes or limits liability that cannot be excluded under applicable law, including (where applicable) liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

18. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Pedivo LTD and its officers, directors, employees, affiliates, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating (including reasonable attorneys’ fees) arising out of or relating to: (i) your access to or use of the Services; (ii) your violation of this Agreement; (iii) your violation of any applicable law, rule, or regulation; (iv) your User Content; or (v) your infringement of any intellectual property or other right of any person or entity. Pedivo reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

19. GOVERNING LAW & DISPUTE RESOLUTION

19.1 Choice of Law. This Agreement and any dispute, claim, or controversy arising out of or relating to it (including its formation, performance, interpretation, or termination) shall be governed by and construed in accordance with the laws of Nigeria, without regard to conflict of law principles that would result in the application of the laws of another jurisdiction.

19.2 Arbitration. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, 2023 (Nigeria) and the Arbitration Rules of the Lagos Court of Arbitration (LCA) in force at the time the arbitration is commenced. The seat (legal place) of arbitration shall be Lagos, Nigeria, and the arbitration proceedings shall be conducted in the English language. The tribunal shall consist of a sole arbitrator appointed in accordance with the applicable LCA Rules. The parties expressly waive, to the maximum extent permitted by applicable law, any right to a trial by jury and any right to participate in any class-action, collective, or representative proceeding.

19.3 Injunctive Relief. Notwithstanding the foregoing, Pedivo may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or the integrity and security of the Services, including to prevent fraud, abuse, or unauthorized access.

19.4 Time Limit on Claims. To the extent permitted by law, any claim or cause of action arising out of or relating to the Services must be brought within one (1) year after the claim or cause of action arises; otherwise, such claim or cause of action is permanently barred.

20. CHANGES TO TERMS

We may revise this Agreement at any time. If changes are material, we will provide at least 30 days' notice via an in-app notification, email (where available), or other reasonable method. Your continued use of the Services after the Effective Date of the revised Agreement constitutes your acceptance of the updated terms. If you do not agree to the revised terms, you must discontinue use of the Services and uninstall the App.

21. CONTACT INFORMATION

For legal notices, complaints, or questions regarding this Unified Legal Framework, you may contact us using the details below. We may communicate with you electronically in relation to your Account and the Services.

22. MISCELLANEOUS

22.1 Entire Agreement. This Agreement (together with any Supplemental Terms and policies incorporated by reference) constitutes the entire agreement between you and Pedivo regarding the Services and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral, regarding the Services.

22.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

22.3 Waiver. No waiver by Pedivo of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Pedivo to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

22.4 Assignment. You may not assign, transfer, or delegate any rights or obligations under this Agreement without Pedivo’s prior written consent. Pedivo may assign this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.

22.5 No Third-Party Beneficiaries. Except as expressly provided, this Agreement is for the benefit of the parties and does not confer any rights or remedies on any third party.

22.6 Survival. Provisions that by their nature should survive termination (including, without limitation, sections relating to limitation of liability, indemnification, dispute resolution, and intellectual property) shall survive.

22.7 Force Majeure. Pedivo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, power failures, labor disputes, civil disturbances, war, terrorism, pandemics, or governmental actions.

22.8 Notices. Notices to you may be provided via in-app messages, email, or posting within the Services. Notices to Pedivo must be sent to the contact details in Section 21, unless we specify an alternative method.