Terms of Service

Effective Date: January 24, 2026

Welcome to uDown! These Terms of Service ("Terms") govern your use of the uDown mobile application and related services (collectively, the "Service") operated by uDown ("we," "our," or "us"). By using the Service, you agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

1. Acceptance of Terms

By creating an account or using the Service, you confirm that you are at least 13 years old and agree to these Terms. If you are between 13 and 18 years old, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf. If you do not agree, please do not use the Service.

2. Description of Service

uDown is an activity planning app that helps you create plans with friends. The Service allows you to:

• Create and manage activities with dates, times, and locations
• Invite friends via the app or SMS
• Communicate through activity-specific chats
• Organize friends into "Crews" for easier inviting
• RSVP to activities and see who's attending

The Service is provided for personal, non-commercial use only.

3. Account Registration

To use the Service, you must:

• Provide a valid phone number for verification
• Provide accurate profile information
• Maintain the security of your account
• Notify us immediately of any unauthorized use

You are responsible for all activity that occurs under your account. You may not share your account credentials or allow others to access your account.

4. User Conduct

You agree not to:

• Use the Service for any illegal purpose
• Harass, abuse, threaten, or harm other users
• Send spam, unsolicited invitations, or promotional content
• Impersonate others or create fake accounts
• Attempt to access other users' accounts
• Interfere with or disrupt the Service
• Use automated systems, bots, or scripts to access the Service
• Collect user information without consent
• Use the Service to organize illegal activities
• Circumvent any security measures or access restrictions
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service in any manner that could damage, disable, or impair the Service

5. Content Guidelines

You are responsible for content you post, including activity titles, descriptions, profile information, and chat messages ("User Content"). You agree not to post content that:

• Is illegal, harmful, threatening, defamatory, or discriminatory
• Contains hate speech or promotes violence
• Is sexually explicit, obscene, or pornographic
• Infringes on intellectual property rights
• Contains personal information of others without their consent
• Is false, misleading, or deceptive
• Contains malware, viruses, or harmful code
• Violates any applicable law or regulation

We reserve the right to remove content that violates these guidelines without prior notice.

6. User Content License

By posting User Content, you grant uDown a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform your User Content solely for the purpose of operating, promoting, and improving the Service. This license continues even if you stop using the Service, but only for content that has been shared with other users.

You represent and warrant that you own or have the necessary rights to post your User Content and to grant the license above.

7. SMS Communications

By using the Service, you expressly consent to receive SMS messages for:

• Account verification (OTP codes)
• Activity invitations sent on your behalf to your contacts
• Activity reminders and updates
• Service announcements and updates

Standard message and data rates may apply. Message frequency varies based on your activity.

You can opt out of promotional messages by replying STOP to any message. However, essential account verification messages cannot be disabled while your account is active.

By inviting contacts to activities, you represent that you have the right to provide their phone numbers and that they would reasonably expect to receive such invitations from you.

8. Privacy

Your privacy is important to us. Please review our Privacy Policy, which is incorporated into these Terms by reference, to understand how we collect, use, and protect your information.

9. Intellectual Property

The Service, including its design, features, logos, graphics, and content (excluding User Content), is owned by uDown and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works without our prior written permission.

"uDown" and our logos are trademarks of uDown. You may not use our trademarks without our prior written permission.

10. Third-Party Services

The Service may integrate with or contain links to third-party services (such as Twilio for SMS, Apple Push Notification service, and others). Your use of such services is subject to their respective terms and privacy policies. We are not responsible for the content, privacy practices, or availability of third-party services.

11. Assumption of Risk for Real-World Activities

THE SERVICE FACILITATES PLANNING OF REAL-WORLD ACTIVITIES. YOU ACKNOWLEDGE AND AGREE THAT:

• uDown does not organize, host, supervise, or control any activities planned through the Service
• You participate in activities at your own risk
• uDown is not responsible for the conduct, actions, or omissions of any users or third parties
• uDown is not responsible for any injury, death, property damage, or other harm arising from activities planned through the Service
• You are solely responsible for your own safety and the safety of others during activities
• You should exercise your own judgment and take appropriate precautions when meeting others or participating in activities

YOU ASSUME ALL RISKS ASSOCIATED WITH ACTIVITIES PLANNED THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO RISKS OF BODILY INJURY, PROPERTY DAMAGE, OR DEATH.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected
• The Service will meet your requirements or expectations

WE ARE NOT RESPONSIBLE FOR:

• The conduct, whether online or offline, of any user
• Activities organized or attended through the Service
• SMS delivery failures or delays
• Push notification delivery failures
• Loss of data or content
• Any third-party content or services
• Any harm resulting from your reliance on information obtained through the Service

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UDOWN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages
• Any loss of profits, revenue, data, goodwill, or other intangible losses
• Any damages arising from your use or inability to use the Service
• Any damages arising from unauthorized access to or alteration of your data
• Any damages arising from the conduct of any third party on the Service

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICE EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to indemnify, defend, and hold harmless uDown, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Activities you organize, attend, or participate in through the Service
• Any dispute between you and another user
• Your negligence or willful misconduct

This indemnification obligation will survive the termination of your account and these Terms.

15. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

15.1 Informal Resolution

Before filing any claim, you agree to try to resolve the dispute informally by contacting us at [email protected]. We will try to resolve the dispute informally within 60 days. If we cannot resolve the dispute informally, either party may proceed to arbitration.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

Arbitration shall be conducted by a single arbitrator in accordance with the American Arbitration Association ("AAA") Consumer Arbitration Rules. The arbitration shall be held in San Francisco, California, or at another mutually agreed location, or via telephone or video conference if agreed by both parties.

The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND UDOWN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, consolidated, or representative proceeding.

15.4 Exceptions

This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

15.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. Your notice must include your name, address, phone number, and a clear statement that you wish to opt out of arbitration.

16. Termination

We may suspend or terminate your account at any time, with or without cause, and with or without notice, including for violation of these Terms. You may delete your account at any time by contacting us at [email protected].

Upon termination:

• Your right to use the Service ceases immediately
• We may delete your account data, subject to our Privacy Policy and legal obligations
• Provisions of these Terms that by their nature should survive termination shall survive, including Sections 6, 11-15, 17-22

17. Copyright Infringement (DMCA)

We respect intellectual property rights. If you believe content on the Service infringes your copyright, please send a notice to [email protected] containing:

• Your physical or electronic signature
• Identification of the copyrighted work claimed to be infringed
• Identification of the allegedly infringing material and its location on the Service
• Your contact information (address, telephone number, email)
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf

We may remove infringing content and terminate accounts of repeat infringers.

18. Electronic Communications Consent

By using the Service, you consent to receive electronic communications from us, including emails, SMS messages, push notifications, and in-app messages. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

19. Feedback

If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate your Feedback into the Service without any obligation to compensate you.

20. Beta and Early Access Features

We may offer beta or early access features that are not fully tested or finalized. These features are provided "as is" and may be modified, suspended, or discontinued at any time without notice. Your use of beta features is at your own risk.

21. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms in the app, on our website, or via email. The "Effective Date" at the top will be updated.

Your continued use of the Service after changes constitutes acceptance of the new Terms. If you do not agree to the changes, you must stop using the Service and delete your account.

22. General Provisions

22.1 Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles.

22.2 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and uDown regarding the Service and supersede all prior agreements and understandings.

22.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

22.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.

22.5 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

22.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and uDown. You have no authority to bind us in any way.

22.7 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, power failures, internet or telecommunications failures, or third-party service outages.

22.8 Headings

The section headings in these Terms are for convenience only and have no legal effect.

23. Contact Us

If you have questions about these Terms, please contact us at:

uDown
Email: [email protected]

By using uDown, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.