Terms of Use

These Terms of Use are effective as of May 2017

The following terms and conditions govern all use of the Umbel.com website and all content, services and products available at or through the website (collectively, the “Website”). The Website is owned and operated by Umbel Corp. (“Umbel”). The Website is offered subject to your acceptance, on behalf of your organization, of the terms and conditions contained herein including Umbel’s Privacy Policy (collectively, the “Agreement”). Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you (on behalf of your organization) agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website. In addition to these Website Terms of Use, the provisions of Umbel’s Privacy Policy and your Master Services Agreement or other such agreement with Umbel shall govern your relationship with Umbel.

Use of the Website

You agree to use the Website only for purposes that are permitted by (a) the Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You agree not to access (or attempt to access) the Website by any means other than through the interface that is provided by Umbel. You specifically agree not to access (or attempt to access) the Website through any automated means (including use of scripts or web crawlers). You agree that you will not engage in any activity that interferes with or disrupts the Website (or the servers and networks which are connected to the Website). You agree that you will not reproduce, duplicate, copy, sell, trade or resell any aspect of the Website for any purpose. You agree that you are solely responsible for (and that Umbel has no responsibility to you or to any third party for) any breach of your obligations under the Agreement and for the consequences (including any loss or damage which you may suffer) of any such breach.

Responsibility of Website Visitors

By operating the Website, Umbel does not represent or imply that it endorses the material there posted. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content containing technical inaccuracies, typographical mistakes, and other errors. Umbel disclaims any responsibility for any loss or harm resulting from the use of the Website by you.

Content Posted on Other Website

From time to time, Umbel may link to third party websites. Umbel has not reviewed, and cannot review, all of the material made available through the websites and webpages to which Umbel.com links, and that link to Umbel.com. Umbel does not have any control over those non-Umbel websites and webpages, and is not responsible for their contents or their use. By linking to a non-Umbel website or webpage, Umbel does not represent or imply that it endorses such website or webpage. Umbel disclaims any responsibility for any harm resulting from your use of non-Umbel websites and webpages.

Intellectual Property

The copyright in all material provided on the Website is held by Umbel or by the original creator of the material. None of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Umbel or the copyright owner or as may be agreed upon in a Master Services Agreement between us. This Agreement does not transfer from Umbel to you any Umbel or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Umbel. Umbel, Umbel.com, the Umbel logo, and all other trademarks, service marks, graphics and logos used in connection with Umbel.com, or the Website are trademarks or registered trademarks of Umbel or Umbel’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Umbel or third-party trademarks.

Changes

Umbel reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Umbel may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Cookies

A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. Umbel may use cookies to help Umbel identify and track visitors, their usage of the Umbel Websites, and their Website access preferences. Umbel visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using Umbel’s Websites, with the drawback that certain features of Umbel’s Websites may not function properly without the aid of cookies.

Termination and Survival

Umbel may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Website is provided “as is”. Umbel and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Umbel nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through the Website at your own discretion and risk.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UMBEL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE WEBSITE OR MATERIALS ON THIS WEBSITE, EVEN IF UMBEL OR AN UMBEL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the Umbel Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Miscellaneous

This Agreement constitutes the entire agreement between Umbel and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Umbel, or by the posting by Umbel of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the State of Texas, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Travis County, Texas. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Umbel may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.