Last updated: January 30, 2020.
Please read these Terms carefully before accessing or using any of the Service. By you (or if you are an Enterprise Purchaser, your authorized users) accessing or using the Service, or by clicking accept or agree to the Terms when this option is made available to you, you agree to be bound by these Terms whether or not you register with us. If you do not agree to be bound by all of these Terms, you may not access or use the Service.
In addition to these Terms, certain areas of the Service may be subject to additional terms and conditions that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional terms and conditions applicable to such areas. In the event that any of the additional terms and conditions governing such area conflict with these Terms, the additional terms will control.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE RESOLUTION SECTION OF THESE TERMS. IT AFFECTS HOW DISPUTES ARE RESOLVED.
1. Description of Service
- Our Service is a task management tool for facility maintenance teams to make their work more productive and change the way facility maintenance requests are made and received. The Service includes (i) UMM systems, software, procedures, processes and technologies, and (ii) any applications, data, reports, and other content made available by or on behalf of UMM.
- The Service does not include your User Content or User Data (each as later defined in this Agreement) or any software application or service that is provided by you or a third party, which you use in connection with the Service.
- Any modifications and new features added to the Service are also subject to this Agreement.
- UMM reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you.
- All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to UMM.
2. Eligibility for Our Service
- By using our Service, you represent that you are at least 18 years old and are fully able and competent to enter into this Agreement, including the terms, conditions, representations and warranties set forth in these Terms and any other terms incorporated by reference herein.
- Your registration for, or use of, the Service shall be deemed to be your agreement to abide by the terms of the Agreement, including without limitation the terms, conditions, representations and warranties set forth in these Terms and any other terms incorporated by reference herein.
3. Your Access and Use of our Service; License
- Each individual user’s right to access and use our Service is personal to such user. An Enterprise Purchaser is limited to the number of users/Subscriptions specified in the Product Order Form pursuant to which it purchased Subscriptions. The Subscription/user account of an Individual Purchaser may not be reassigned. The Subscription/user account of the authorized user of an Enterprise Purchaser may only be reassigned to a new individual who is replacing one who will no longer use the Subscription/user account. Access to our Service may not be available in all locations. You are only entitled to access and use our Service for lawful purposes and pursuant to the terms and conditions of this Agreement. Any action by you that, in our sole discretion: (i) violates the terms and conditions of this Agreement; or (ii) restricts, inhibits or prevents any access, use or enjoyment of our Service, shall not be permitted, and may result in your loss of the right to access and use our Service.
- UMM grants you a non-exclusive, non-transferable, limited, personal, non-sublicensable, worldwide right to use the Service, including the underlying software and technology, solely for the user’s own internal business purposes (or in the case of an authorized user of an Enterprise Purchaser, the internal business purposes of such Enterprise Purchaser), subject to the terms of this Agreement.
- Subject to the terms of this Agreement, you grant to UMM a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, license and right to use, copy, store, transmit and display User Data to the extent necessary to provide the Service.
- The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Service; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Service; (iii) you shall not access the Site or Service in order to build a competitive Service; and (iv) except as expressly stated herein, no part of the Site or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
- Furthermore, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal use) from our Service without our prior written permission and the appropriate third party, or except as otherwise allowed under this Agreement, as applicable; (iii) interfere or attempt to interfere with the operation of our Service or any activities conducted on our Service; or (iv) interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.
- You understand that UMM may issue upgrade versions of any mobile App and you consent to receiving automatic upgrades on your mobile device. You also acknowledge and agree that standard carrier data charges may apply to your use of the App or the Website including, without limitation, text messages.
- Any future release, update, or other addition to functionality of the Site or Service provided to you by UMM pursuant to your Subscriptions shall be subject to these Terms.
4. Accounts and Registration
- To access the Service you will be required to register for an account, and will be required to provide UMM with certain information, some of which may be of a confidential nature and may include personal identifying information and/or financial information (“ Information”).
- You agree to provide true, current, complete and accurate information, and not to misrepresent your identity or that of your company or employer. You also agree to keep such Information current and to update all such Information if any Information changes.
5. Account Management
- Keep Your Password Secure. You are responsible for safeguarding your password and any other credentials used to access your account. You, and not UMM, are responsible for any activity occurring in your account, and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify UMM immediately.
- Keep Your Details Accurate. You must keep all Information and payment details associated with your account current and accurate.
6. Subscriptions; Payments
- The Service is provided by paid Subscriptions. If you purchase through our online purchasing process, the initial subscription term (the “Initial Term”) and billing frequency for your Subscription is selected by you when you purchase your Subscription through our online purchasing process and if you purchase pursuant to a separate ordering document or Product Order Form with UMM, it is set forth in such ordering document or other Product Order Form. Notwithstanding the foregoing, if no initial subscription term or billing frequency is set forth in the online purchasing process or any ordering document or Product Order Form, your Initial Term is one year and billing is annually in advance.
- The term of your Subscriptions will commence on the Effective Date set forth in the online purchasing process or on the applicable ordering document or Product Order Form and will continue for the Initial Term. After the Initial Term, your Subscriptions will automatically renew for successivesubscription terms equal to the Initial Term (each a “Renewal Term”; and together with the Initial Term, the “Term”), unless either party notifies the other of non-renewal in writing at least thirty (30) days before the commencement of any such Renewal Term.
- The rate for your Subscriptions during the Initial Term (as defined below) are as set forth on our Website or on your ordering document orProduct Order Form, if applicable, which rates may be updated from time to time. The rate for your Subscriptions during any Renewal Term (as defined below) is our then-current standard rate as disclosed on our Website as of the commencement date of any such Renewal Term, unless we have provided you with a different rate in a new ordering document or Product Order Form.
- Upon completing registration for a Subscription, your credit card or other selected payment method will be billed for the Subscription on a recurring basis at the then-current rate and terms for the interval you selected. Your Subscription will renew as provided above and your credit card or selected payment method will be billed automatically unless canceled before such renewal.
- You grant the Company and its third-party payment processors the permission to charge your credit card for the then-current rate of the Subscription on an ongoing basis (including, for the avoidance of doubt any Renewal Term) until cancelled by you. You agree not to dispute any charge or institute any chargeback for a Subscription you have purchased.
- Notwithstanding the foregoing, the billing terms, payment method and timing of payment for Subscriptions purchased by Enterprise Purchasers may differ from the foregoing. In such case, the agreed billing terms, payment method and timing for payment will be set forth in the Product Order Form.
- UMM's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and user shall be responsible for payment of all such taxes, levies, or duties.
- Pricing is subject to change without notice.
- UMM reserves the right to suspend or terminate user's access to the Service if user's account becomes thirty (30) days or more delinquent. Delinquent accounts are subject to interest of 1.5% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection, on any unpaid balance.
- Users may not share their Subscriptions with any other user.
8. Our Intellectual Property Rights
- This Agreement is not a sale and does not convey any title or rights of ownership to you in or related to the Service or any of the hardware, software, technology or other items we use in the Service or to provide you with the Service or under any of our or our licensors intellectual property rights (collectively “UMM Technology”). As between UMM and you, UMM or its licensors own and reserve all right, title and interest in and to the UMM Technology, other than the rights explicitly granted to you to use the Service in accordance with these Terms. All rights not explicitly granted to you are reserved by UMM.
- Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the “Proprietary Marks”), and are owned by UMM. You may not use the Proprietary Marks without our prior written permission.
- We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Service. Any third-party names, trademarks, and service marks are the property of their respective owners.
- The information, advice, data, software and content viewable on, contained in, or downloadable from our Service (collectively, “Our Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, and the copyrights and other intellectual property rights associated therewith, are owned by, or otherwise licensed to us, or our suppliers or licensors.
- We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the “Collective Work”).
- All UMM Technology is our property or the property of our software vendors and is protected by United States and international intellectual property laws, including without limitation copyright laws. Viewing, reading, printing, downloading or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or any other UMM Technology.
- You are solely responsible for any damages resulting from your infringement of our, or any third-parties, intellectual property rights and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the Our Proprietary Marks, Our Content, the Collective Work or UMM Technology for purposes that are contrary to the terms and conditions of this Agreement.
9. User Data and User Content
- “User Data” means, without limitation, any data, information or material provided or submitted by you to UMM in the course of utilizing the Service.
- “User Content” means, without limitation, any messages, texts, digital files, images, photos, artwork, videos, audio, comments, feedback, suggestions, reviews and documents, or other content you upload, transmit or otherwise make available to UMM and its users via the Service.
- All User Data and User Content shall remain your sole property.
- • In order for us to provide the Service to you, we require that you grant us certain rights with respect to User Data and User Content, including the ability to transmit, manipulate, process, store and copy User Data and User Content in order to provide our Service to you and for the other purposes permitted hereunder. You hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, and display all or any portion of the User Data or User Content in connection with UMM providing the Service and perform its obligations hereunder and for the other purposes permitted hereunder. By submitting User Data or User Content on or through the Service, you represent that you possess all necessary intellectual property and other rights to grant us the foregoing rights.
- You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, copyright or license of all of your User Data and User Content.
- Except for our obligations in Section 10 below, UMM expressly disclaims any liability for the loss or damage to any User Data or User Content or any losses or damages you incur as a result of the loss or damage of any User Data or User Content. It is your responsibility to back-up any User Data and User Content to prevent its loss.
- • UMM may remove or return any User Data or User Content upon expiration or termination of your Subscription as provided in Section 11 below, or if UMM determines in its sole discretion that such User Data or User Content may be in violation of this Agreement, applicable law or any third party right, may expose UMM to potential liability or damages, may pose a threat to the security or operation of the Service or for any other reason in our sole discretion.
10. Data Storage
- UMM reserves the right to establish or modify its general practices and limits concerning storage of User Data and User Content.
- UMM reserves the right to provide and require an additional charge for data storage that exceeds the current maximum capacity available for your Subscriptions.
- In the event that you terminate your Subscription, UMM will, upon your written request received by us within 30 days of the termination notice, use commercially reasonable efforts to provide you with a digital file of your User Data and User Content.
- Upon expiration or termination of your Subscription, your right to access, or use, User Data or User Content immediately ceases, and UMM shall have no obligation to maintain or forward any User Data or User Content except as required to provide you with a digital file upon your request as provided above and may delete the same 30 days after expiration or termination.
11. Suspension and Termination
- Any of the following circumstances or events shall constitute a “Material Breach” by you: (i) your failure to pay for your Subscription as required hereunder; (ii) your unauthorized use of the Service, or (iii) your other breach of or failure to comply with the terms and conditions of this Agreement.
- We may terminate your Subscription and/or your access to the Service at any time for your Material Breach or for any other reason, without notice to you, at any time.
- You agree and acknowledge that UMM has no obligation to retain your User Data and User Content, and may delete such User Data and User Content, in the event of our termination of your Subscription.
- We further reserve the right to suspend the Service, your Subscription or your access to the Service for your Material Breach (as defined below) or for any other reason at any time. Where practical, we will provide you with reasonable advance notice of such suspension or termination.
- You may not terminate your Subscription during the subscription term for any reason. If you notify us that you are terminating your Subscription or discontinuing your use of the Service during the subscription term, we will invoice you for any remaining fees for the then current subscription term, and you agree to immediately pay such invoiced amounts.
- Upon termination of your Subscription, all licenses and other rights granted to you in these Terms will immediately cease. The rights and remedies under this Section 11 are not exclusive and are in addition to any other rights and remedies provided by law or by this Agreement. Termination or expiration of this Agreement shall not act as a waiver of any breaches of this Agreement and shall not act as a release ofyou from any liability for obligations under this Agreement.
- Upon termination or suspension of your Subscription, you will not be entitled to any refund of fees and will further remain obligated for the fees applicable to the remaining portion of the then-current subscription term. You agree to pay such amounts immediately upon invoice by us after termination.
- We reserve the right to refuse access to the Service to anyone for any reason at any time.
12. Interruption of Service
- Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that we, in our sole discretion, may elect to take.
- You agree that we will not be liable to you or to any third party for any interruption of the Service or any part thereof.
13. Third Party Links, Service and Content
- You acknowledge that we are not responsible for such third-party content or services and that we are not an agent of any third party, nor are we a direct party in any such transaction with a third party. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our actions.
14. Electronic Communications and Transactions; Notices
- When you use our Service, you consent to communicating with us electronically.
- Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email, telephone, text, SMS or by posting notices on our Service, and you consent to receive communications from us by such methods.
- You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically including, without limitation, in-application purchases and other financial transaction. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements and transactions.
- Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on this site, including in-application purchases, financial transactions, notices of cancellation, policies, contracts, and applications.
- With respect to any legal notices under the terms of this Agreement, you agree to notify us by mail at the address of our then-current headquarters, attention Legal Department, which address as of the effective date of this Agreement is 1100 Glendon Ave Suite 715 Los Angeles CA 90024. We may notify you by mail or email at the then-current address or email address for your UMM account, or by posting the notice on your account. Such noticesshall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class) or 12 hours after sending by email or 12 hours after posting for notices posted to your account.
Violating the security of our Site, App or Service is prohibited and may result in criminal and civil liability. UMM may investigate incidents involving such violations and may involve, and will cooperate with law, enforcement if a criminal violation is suspected. Security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Service or Site or to breach security or authentication measures, unauthorized monitoring of data or traffic and interference with service to any user, host, or network.
16. Copyright Policy
We respect the intellectual property rights of others. We reserve the right to remove any User Content on the Service which allegedly infringes another person's copyright and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Service or remove, edit, or disable any User Content on the Service which allegedly infringes another person's copyright. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act (“DMCA”).
A valid complaint under the DMCA must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
- Identification of the copyrighted work that you claim has been infringed.
- Identification of the material that is claimed to be infringing and where it is located on the Service.
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
FEDERAL LAW PROVIDES THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
The above information must be submitted to the following DMCA Agent:
Email: [email protected]
17. DISCLAIMERS; LIMITED WARRANTIES
- EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR CONTENT, THE SERVICE, OUR WEBSITE, THE APPS, ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY UMM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY ADDITIONAL OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICE.
- WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THIRD-PARTY SERVICE PROVIDERS THAT WE MAY USE IN THE OPERATION, PROCESSING AND ADMINISTRATION OF THE SERVICE.
- WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE SECURITY, ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE SERVICE AND PRODUCTS ASSOCIATED WITH OUR SERVICE, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICE AND PRODUCTS ASSOCIATED WITH OUR SERVICE.
- WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT OR SOFTWARE THAT MAY BE AVAILABLE FOR DOWNLOADING FROM OUR SERVICE IS FREE OF INFECTION FROM ANY VIRUSES, MALICIOUS SOFTWARE OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
- WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY DATA OR CONTENT, INFORMATION OR MATERIAL.
- WE MAKE NO REPRESENTATIONS THAT OUR SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN ANY JURISDICTIONS. WHEN YOU ACCESS OR USE OUR SERVICE FROM A JURISDICTION, THEN YOU DO SO BY YOUR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
- SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR STATUTORY WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
18. LIMITATIONS OF LIABILITY
- •IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE, APP OR SERVICES, AND INCLUDE, WITHOUT LIMITATION, THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA.
- WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.
- OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ANY ILLEGAL ACTS OR CONDUCT OF ANY USER OR THIRD PARTY.
- YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
- You will be responsible for your use of the Service (which for the avoidance of doubt, includes without limitation all use by your authorized users, if applicable) and you agree to defend, indemnify and hold harmless UMM and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right, by you or User Content or User Data; or (iv) any disputes or issues between you and any third party.
- We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
- You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement.
- For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach may be brought by us in the courts of record of the State of California, or a United States District Court for the State of California. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.
21. Dispute Resolution
- THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. THIS AGREEMENT ALSO CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICE. EACH TIME YOU ACCESS OR USE THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE MANDATORY ARBITRATION PROVISION AND THE CLASS ACTION WAIVER YOU MAY NOT ACCESS OR USE THE SERVICE.
- For any dispute you have with UMM, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. If UMM has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy as follows:
- You and we agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Service will be resolved in accordance with the provisions set forth in this Dispute Resolution section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
- Applicable Law. You and we agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.
- Agreement to Arbitrate. You and we each agree that any and all disputes or claims between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Service, or any products or services delivered, sold, offered, or purchased through our Service shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OUR OTHER USERS.
- Arbitration Procedures. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. The arbitrator shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Agreement to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of California. You and we agree to submit to the personal jurisdiction of the courts located within California for the purpose of litigating all such claims or disputes. You also agree that: (i) our Service shall be deemed solely based in the State of California; and (ii) our Service shall be deemed passive Service that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of California.
22. Law Enforcement
- UMM is committed to cooperating with law enforcement while respecting each individual’s right to privacy. If UMM receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency.
- Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), UMM may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. UMM will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.
23. Export Control
You acknowledge that the Service, or portion thereof including, without limitation, our software and technology, may be subject to the export control laws of the United States and administered by the U.S. Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, and other U.S. agencies. You agree that you will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
24. Amendments to this Agreement
- We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion.
- Updates to this Agreement will be posted on our Website or through the Service. Amendments will take effect immediately upon us posting the updated Agreement on our Website or through the Service.
- Your continued use of the Service after any amendments to this Agreement are posted on our Website or through the Service shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.
You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and UMM as a result of this Agreement or your use of the Service, Site or Apps.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
27. No Waiver
A party’s failure to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
UMM may assign this Agreement in its discretion, including without limitation to (i) a parent or subsidiary, (ii) an acquirer of all of the assets of UMM, or (iii) a successor of UMM's interests by merger.
This Agreement may not be assigned by you without the prior written approval of UMM.
Any purported assignment in violation of this section shall be void.
The provisions hereof relating to ownership of intellectual property rights, limitations of liability, disclaimers of warranties, dispute resolution, indemnity and all other covenants, agreements, representations and warranties made in this Agreement that expressly or by their nature survive expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
30. Entire Understanding
This Agreement represent the entire understanding and agreement between you and us regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.
If you have questions, comments, concerns or feedback regarding this Agreement or our Service, please contact us at [email protected]
If you have questions, comments, concerns or feedback regarding this Agreement or our Service, please contact us at [email protected]
Last updated: January 30, 2020.