Terms of Service
Last updated: Aug 6, 2024
These Terms apply to personal use of the Services only. If you are accessing or using the Service on behalf of an organization, business, or other legal entity (each an “Organization”), or if you are accessing or using the Service under an eligible plus, business, or enterprise Subscription Plan, then your use of the Services, including ownership of any content created, stored, or transmitted using the Service, shall be exclusively governed by and subject to Umbrella’s Master Subscription Agreement.
Please read these Personal Use Terms of Service ("Terms" or "Terms of Service") carefully before using the umbrellaproduct.com website and Services operated by Umbrella. ("Umbrella", "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as the user of the Service. “Services” means Umbrella’s online software-as-a-service platform and services including any related APIs provided by Umbrella, together with all related mobile and desktop applications, and Add-ons to which you subscribe. “Services” exclude Non-Umbrella Services.
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all individual visitors, users and others who wish to access or use the Service. These Terms apply to personal use of the Services only. You acknowledge that these Terms, along with Umbrella's Privacy Policy, govern your access and use of the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of these Terms, then you do not have permission to access the Service.
Content
For purposes of these Terms: (i) “Umbrella Content” means text, graphics, images, music, software, machine learning models, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Service by Umbrella or its licensors; and (ii) “User Content” means any Content that you provide to be made available through the Service (excluding Organization Content). User Content includes any Output. Collectively, Umbrella Content, User Content, and Organization Content are referred to as “Content.”
Content Ownership: We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Umbrella and its licensors exclusively own all right, title and interest in and to the Service and Umbrella Content, including all associated intellectual property rights. You acknowledge that the Service and Umbrella Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Umbrella Content.
Rights in User Content Granted by You: By making any User Content available through the Service, you hereby grant to Umbrella a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Service and Umbrella Content to you and, depending on the permission you grant, to other users, individuals, and/or organizations. Subject to the foregoing license, as between Umbrella and you, you retain any and all of your rights to your User Content. You acknowledge that if you provide Organization Content (as defined below), then the ownership of such Organization Content may be as set forth in any agreement between you and the Organization, and in the absence of such agreement, then as between you and the Organization, the Organization may own the rights to any such Organization Content.
Your Responsibility for User Content: You are solely responsible for your User Content. You represent and warrant that you own your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Service, nor any use of your User Content by Umbrella on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate any agreement you have with any third party.
Sharing User Content: You may designate your User Content as “public” (such as posting User Content to an Organizational Workspace) or “private”. You agree that User Content you designate as public will be accessible by and be available to other users of the Service to whom you grant access to such publicly designated User Content. Consequently, you understand and agree that such users will have the right to view, comment on and tag your publicly designated User Content. If you grant users additional permissions with respect to your User Content, you understand and agree that such users will, depending on the permissions you grant, have the ability to use, publish, display, modify, or duplicate such User Content. You grant Umbrella all rights necessary to make any of your publicly designated User Content available to other users of the Service and to permit those users to engage in the activities described in this Section and the Documentation with respect to your publicly designated User Content.
Removal of User Content: You can remove your User Content that you designate as private by specifically deleting it. However, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Service. Additional details with respect to the removal and storage of User Content are set forth in Section 15 (Termination) below.
Rights in Content Granted by Umbrella: Subject to your compliance with these Terms, Umbrella grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Umbrella Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Umbrella Content & Use Policy and Monitoring Content: You agree that your use of the Service and all User Content will comply with Umbrella’s Content & Use Policy. Although we’re not obligated to monitor access to or use of the Service or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Restrictions on Your Use of the Service
You may not do any of the following, unless applicable laws or regulations prohibit these restrictions, or you have our express written permission to do so:
post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's access to or use of the Service or use any device, software or routine that causes the same;
access or use the Services in any manner, including in regards to data storage, in excess of any fair usage limits as determined by Umbrella in its sole discretion;
attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
use the Service for illegal, harassing, unethical, or disruptive purposes;
violate any applicable law or regulation in connection with your access to or use of the Service;
access or use the Service from any country or region subject to a comprehensive U.S. embargo; or
access or use the Service in any way not expressly permitted by these Terms or the Documentation.
access or use the Service in violation of our Content & Use Policy
Accounts
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. Sharing of your User login or password is prohibited. You accept responsibility for any and all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
You may not use the Service if you are 13 years of age or younger. By using the Service, you represent and warrant that you are over the age of 13.
Workspaces
User Content submitted, posted or modified by users in the Service is organized into separated sections we refer to as “Workspaces.”
There are two general types of Workspaces on the Service:
“Personal Workspaces” that can only be administered by the user that created the Workspace and, can only be accessed by such user and any permitted guest users, subject to below regarding Personal Workspaces created using an Organization Email.
“Organizational Workspaces” that require an eligible Subscription and that can be accessed by multiple users. Further details on Organizational Workspaces are outlined below.
In the Service, you can work across multiple Workspaces at once, meaning your single account can access your own Personal Workspace(s) and your employer’s Organizational Workspace. Workspaces are completely separate, and you won’t be able to link any Content between them (although you can transfer Content from one Workspace to another). You can also export your User Content from your Workspaces for use outside of the Service using our export tool available in our online account management page.
Users that join an Organizational Workspace agree that their Umbrella account data and User Content created in that Workspace may be shared with that Organization and may be accessed, modified, or deleted by the Workspace owner or administrator. Further, you acknowledge and agree that if you register for Umbrella with an email address provisioned by an Organization (“Organization Email”), you agree that such Organization may be able to view information about any Workspace you create or for which you are an administrator, member, or guest, including a list of Workspace members, and guests and Content. Such Organization may have the ability to manage your Workspace, including to claim control and ownership of any Workspace you create or for which you are an administrator or remove you from any Workspace for which you are a member, including any Content within such Workspaces.
If you join an Organizational Workspace, your use must comply with that Organization’s policies and any agreement that you may have with that Organization. Organizational Workspaces are subject to such Organization’s control. Organization administrators may be able to access, disclose, restrict, or remove Content in or from the Organizational Workspace. They may also be able to restrict or terminate your access to the Organizational Workspace. If you convert an existing Personal Workspace into an Organizational Workspace or transfer or share content with an Organizational Workspace, your administrator(s) may prevent you from later disassociating Content from the Organizational Workspace.
Interacting with Organizational Workspaces
An Organization may (i) invite you to use or permit you to use their Organizational Workspace; and/or (ii) invite you to join the Service as their Organization User.
As stated in the “Content” section of these Terms, if you submit or post Content to an Organizational Workspace (such Content, the “Organization Content”), then as between you, Umbrella, and such Organization, the Organization will own all rights to such Organization Content. For the avoidance of doubt, the foregoing does not prevent you from entering into a separate agreement between you and the Organization that addresses ownership of Content as between you and such Organization.
Organizations are authorized to add and remove users from their Organizational Workspaces. Users that have been authorized to use an Organizational Workspace of the Service by an Organization are referred to as an “Organization User” while they are using such Organization Workspace. If you purchased an Organization Subscription on behalf of your organization or employer, your organization or employer is the Organization, and not you. The Organization can modify and re-assign roles on the Organizational Workspace (including your role). If the Organization elects to replace you as the representative with ultimate authority for the Organizational Workspace, you agree to take any actions reasonably requested by us or the Organization to facilitate the transfer of authority to a new representative of the Organization.
If you are using an Organizational Workspace as an Organization User, you acknowledge that the Service as used by you under such circumstances is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply in connection with such use of an Organizational Workspace as an Organization User.
Subscriptions
Some parts of the Service, including Add-ons, are made available on a paid subscription basis ("Subscription(s)"). Pricing and included features for the Subscriptions (“Subscription Plan(s)”) are set forth here: https://umbrellaproduct.com/pricing. “Subscription Fees” means all fees associated with your Subscription.
You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis. Whether you are using monthly or yearly billing, your account may be charged on a monthly basis.
Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.
A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Umbrella with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize Umbrella to charge all Subscription Fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Umbrella may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be, at Umbrella’s sole discretion, canceled or downgraded and you may lose access to certain paid features and/or your Workspace and Umbrella account.
You may cancel your Subscription either through your online account management page or by contacting Umbrella customer support team at hello@umbrellaconcierge.com and indicating your intention to cancel your Subscription.
Fees and Fee Changes
Umbrella, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions, including Add-Ons. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.
Umbrella will provide you with reasonable prior notice of any change in Subscription Fees.Your continued use of the Service constitutes your agreement to pay the modified Subscription Fees.
Subscription Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Free Trials and Beta Services
Free Trials
Umbrella may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in the Subscription section of these Terms. If you or Umbrella cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorize us to charge your credit card or other payment method for continued use of the paid Service under such Subscription. Thereafter your Subscription may be canceled in accordance with the Section 6 (Subscription) of these Terms.
At any time and without notice, Umbrella reserves the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel any Free Trial Subscription at any time.
Beta Services
This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Umbrella that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
You must comply with all terms related to any Beta Service that Umbrella posts on its website or provides to you. Umbrella may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.
You may provide Umbrella with feedback relating to the Beta Services. Umbrella will own and may use and evaluate all feedback for its own purposes.
Umbrella may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Umbrella.
Disclaimer.
WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, UMBRELLA PROVIDES BETA SERVICES “AS IS.” UMBRELLA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, UMBRELLA DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Refunds
Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.
Communications with Umbrella
By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.
Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to claims that materials posted in the Service infringe on the copyright of any person or entity.
Intellectual Property
Your Responsibility for User Content: You are solely responsible for your User Content. You represent and warrant that you own your User Content or you have all rights that are
Feedback
We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Umbrella, and Umbrella may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Umbrella any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Umbrella Gallery and Non-Umbrella Services; Templates
We may make Non-Umbrella Services and Templates available to you through the Marketplace.
“Gallery” means any Umbrella managed online directory where Templates, applications, or integrations that interoperate with the Services are made available to users, including any collection of Templates whether user generated or Umbrella created, that are made available through a communal interface within the Service. Gallery excludes any third party platform where Templates, applications, or integrations for use in the Services are made available.
“Non-Umbrella Service” means any third party service, connection, Template, software, application, or integration that interoperates with the Service that is provided or made available by Customer or a third party, including those provided through the Gallery or a third party.
“Template” means any pre-configured version of the Service that is made available for download, purchase, or use. Templates may be made available through the Gallery by Umbrella or may be made available by third parties through the Gallery or third party websites. If a Template is created and maintained by Umbrella, it is a Umbrella Template. If a Template is provided by a third party, such Template is a Non-Umbrella Service.
If you decide to enable, access or use Non-Umbrella Services, your access and use of such Non-Umbrella Services shall be exclusively governed by your agreement with the provider of the Non-Umbrella Services. Further, by enabling such Non-Umbrella Services, you authorize Umbrella to transfer your User Content and your account information in accordance with the functionality of such Non-Umbrella Services. Some Non-Umbrella Services will be available via the Gallery at no charge and others for a cost.
Umbrella does not warrant or support Non-Umbrella Services. The Services may contain features designed to interoperate with Non-Umbrella Services, including through the Gallery. Umbrella cannot guarantee the continued availability of such features or any Non-Umbrella Services, and Umbrella may stop providing Non-Umbrella Services or the Gallery (or any features of or listings within the Gallery), without prior notice to you, if for example and without limitation, the provider of a Non-Umbrella Service ceases to make the Non-Umbrella Service available for interoperation with the corresponding Service features in a manner acceptable to Umbrella. You acknowledge and agree that Umbrella has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or Non-Umbrella Services. We do not warrant the offerings of any of these entities or individuals or their websites.
You acknowledge and agree that Umbrella shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or Non-Umbrella Service(s). You agree and acknowledge that Umbrella has no responsibility to provide support or maintenance of Non-Umbrella Services and failure of the Non-Umbrella Service provider to support or maintain the Non-Umbrella Service will not entitle you to any refund of fees paid from Umbrella, if any, for the Service or a Non-Umbrella Service.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or Non-Umbrella Services that you visit or interact with.
Termination
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
You may request to delete your own Personal Workspace(s) at any time from within our account management page. Upon your request to delete a Personal Workspace, all Content from such Personal Workspace will immediately become inaccessible. After 30 days, User Content will be deleted from our servers and can no longer be recovered. Similarly, if you delete some (but not all) of the User Content designated as private on your Personal Workspace, after 30 days, such User Content will be deleted from our servers and can no longer be recovered. You acknowledge and agree that any User Content that has been transferred to an Organizational Workspace shall be retained in such Organizational Workspace following termination of your Personal Workspace.
Indemnification
You agree to defend, indemnify and hold harmless Umbrella and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.
Limitations of Liability
IN NO EVENT SHALL UMBRELLA, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. UMBRELLA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE AND THESE TERMS IS LIMITED TO THE GREATER OF (i) $20 USD; OR (ii) ONE HUNDRED PERCENT (100%) OF ANY AMOUNT YOU’VE PAID FOR YOUR SUBSCRIPTION IN THE PRECEDING TWELVE (12) MONTH PERIOD.
Disclaimer
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.
UMBRELLA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.
Confidential Information
“Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Umbrella’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, and other Umbrella products or services.
Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Notwithstanding any provision of this Agreement, Recipient may disclose Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information seven years after the disclosure thereof (or, with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law).
Mobile App Terms
ou are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use any mobile application versions of the Service (the “App”). We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Service and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages through the Service or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from Umbrella. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from Umbrella.
Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and Umbrella, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and Umbrella acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and Umbrella acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Umbrella, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and Umbrella acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
Governing Law
These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.
Compliance with Trade Controls
Your use of the Service is subject to export controls and sanctions laws and regulations (including those of the U.S.). You are not permitted to use the Services if you are: (1) subject to the restriction of a sanctions or export denial list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons (“SDN”) List and the U.S. Entity List, Unverified List and Denied Persons List; (2) any individual or entity ordinarily resident in or organized under the laws of a region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Syria, North Korea and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); (3) using the Umbrella’s Service for any purpose prohibited by applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unnamed aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring Umbrella to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer its products and services.
Arbitration and Class Action Waiver
Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Umbrella’s services and/or products, including the Service, will be resolved by arbitration. You and Umbrella agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Umbrella are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Umbrella will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to hello@umbrellaconcierge.com or to the U.S. mailing address listed at in the Contact Us section of these Terms. The notice must be sent to Umbrella within thirty (30) days of your registering to use the Service or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Umbrella also will not be bound by them.
California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms, including any Supplementary Terms, at any time. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
Entire Agreement
These Terms constitute the entire agreement between you and Umbrella regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.
Survival
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Contact Us
If you have any questions about our privacy practices or these Terms, please contact us at:
hello@umbrellaconcierge.com