Legal definitions

Service Terms

November 19th, 2018

1. Your agreement with Umbler

• 1.1 The use of the Umbler service is governed by this agreement (the "Terms"). On this Agreement, "we", "our" or "Umbler" means Umbler Inc., 2035 Sunset Lake Road, Newark, DE 19702, USA, and its subsidiaries or affiliates engaged in providing the service. "Umbler Services" means the services made available through the umbler.com site, the app.umbler.com, the Add-ons, and any other software or services offered by Umbler.
• 1.2 To use Umbler Services, you must first agree to the Terms. You may agree to the Terms by effectively using the Umbler Services. You understand and agree that Umbler will treat your use of the Umbler Services as an acceptance of the Terms from that point forward.
• 1.3 You may not use Umbler Services if you are a person prevented from receiving the Umbler Services under the laws of any country, including the country where you are a resident or from which you use the Umbler Services.
• 1.4 You agree that your purchases of Umbler Services are not conditioned on the delivery of any oral or written public comments made by Umbler or any of its affiliates regarding future functionality or features.

2. Your Account and Use of Umbler Services

• 2.1 You must provide accurate and complete information whenever you register to use the Umbler Services, such as your name, email address, and telephone number. You are responsible for the security of your passwords and for the use of your account. If you become aware of any unauthorized use of your password or your account, you agree to notify Umbler immediately.
• 2.2 Use of Umbler Services shall comply with all applicable laws, regulations and ordinances,including any laws regarding the export of data or software.
• 2.3 You agree: A) not to access (or attempt to access) the administrative interface of Umbler Services (APP), by any means other than through the interface provided by Umbler, unless you have been specifically authorized to do so. B) not to engage in any activity that interferes with or disrupts the operation of Umbler Services (or servers and networks connected to the Service).
• 2.4 Your account has usage limits, as quoted on your dashboard, according to your plan. We do not allow you to exceed usage limits. Umbler reserves the right to impose limits on its own discretion, which may result in the interruption of services or even blocking your account.

3. Service and Privacy Policies

• 3.1 You agree to comply with the Usage Policy, which is hereby incorporated by this reference and may be updated from time to time.
• 3.2 Umbler Services will be subject to the privacy policy and you agree to the use of your data in accordance with Umbler's Privacy Policy, which is hereby incorporated by this reference and may be updated from time to time.
• 3.3 You agree that you will protect the privacy and legal rights of the end users of your application ("End-Users"). You must provide legal appropriate privacy notice and end-user protection. If end-users provide you with usernames, passwords or other login information or personal information, you should make users aware that the information will be available for your application and consequently to Umbler.

4. The fees for the use of Umbler Services

• 4.1 For all features and services purchased, the charge is made based on the usage time, debiting the credits of your account, except for domain registration, where the amount charged refers to the selected renewal period. Credits are prepaid added, via bank or credit card. The deadline for confirming payment by (a) ticket is up to three (3) business days; and (b) by credit card of up to two (2) business days. Umbler reserves the right to interrupt the provision of the Services due to insufficient balance.
• 4.2 Umbler may change its rates and payment policies for the Umbler Services by notifying you at least 15 (fifteen) days before such change takes effect. The changes will be posted on our site or blog.

5. Content in Umbler Services and Removal

• 5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) that you may access as part of, or through your use of Umbler Services is the sole responsibility of the person from whom such content originated. All such information are referred below as "Content".
• 5.2 Umbler reserves the right (but has no obligation) to remove any or all of the Contents of Umbler Services. You agree to immediately remove any content that violates the Usage Policy, including by virtue of a removal request. In the event that you choose not to comply with an Umbler request to remove certain content, Umbler reserves the right to remove or disable your services.
• 5.3 In the event that you become aware of any violation of the Usage Policy by an end user of your application, you must immediately terminate such end-user account in your application. Umbler reserves the right to disable applications and email accounts in response to a violation or suspected violation of the Usage Policy.
• 5.4 You agree that you are solely responsible (and that Umbler has no liability to you or any partner) for any email, application or any Content you create, transmit or view while using Umbler Services and the consequences of your actions (including any loss or damage that Umbler may suffer) in doing so.
• 5.5 You agree that Umbler has no responsibility or liability for the exclusion or failure to store any Content and other communications maintained or transmitted through the use of the Service. You also acknowledge that you are solely responsible for the security and backup of your applications and any Content.
• 5.6 Umbler assures that it keeps data backup in its infrastructure, which is used only and exclusively in an event of critical failure on its physical infrastructure where data is located.

6. Property Rights

• 6.1 You acknowledge and agree that Umbler (or Umbler's licensors) owns all legal rights, title and interest in connection with Umbler's Services, including any intellectual property rights that subsist in Umbler's Services (whether those rights are registered or not, and anywhere in the world).

7. Umbler License and Restrictions

• 7.1 Umbler grants you a worldwide, royalty-free, non-assignable, non-exclusive license to use the software provided. This license is for the sole purpose of allowing you to use and enjoy the benefits of the Umbler Services as provided in the Terms.
• 7.2 You may not (and can not allow anyone else): (A) to copy, modify, create a derivative work, reverse engineer, decompile or otherwise attempt to extract the source code from Umbler Services or any part thereof , unless expressly permitted or required by law, or unless you have specifically been told that you may do so by Umbler, in writing (for example, through an open source software license); or (B) to attempt to disable or circumvent any security mechanism used by Umbler Services or any applications running on Umbler Services.
• 7.3 Open source software licenses for components of Umbler Services released under an open source license are separate written agreements. To the extent that open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Umbler for the use of the Umbler Services components released under an open source license.
• 7.4 Umbler grants you a limited, non-exclusive, royalty-free license, a non-transferable license with the right to sub-license, to display the Umbler trademarks and / or logos, as provided herein ("Marks") for the sole purpose of promoting or advertising you to use the Umbler Services. You agree that any goodwill generated through your use of the Umbler Marks will revert to Umbler's benefit.

8. Your License

• 8.1 Umbler does not claim any ownership or control over any Content or application. You retain copyright and any other rights you already hold in the Content and / or the application, and you are responsible for protecting those rights, as the case may be.
• 8.2 By adding a contributor to your domain, you decide to grant that user a non-exclusive, royalty-free, non-transferable license with the right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information about, edit, translate content as permitted by Umbler Services functionality.
• 8.3You may choose or we may invite you to provide comments or ideas about Umbler's services, including without limitation how to improve Umbler Services or our products ("Ideas"). By submitting any ideas, you agree that your disclosure is free, unsolicited and unrestricted and that we are free to use the idea without any further compensation to you, and / or disclose Idea on a non-confidential basis or otherwise to no one.
• 8.4 You agree that Umbler, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive features of the brand in presentations, marketing materials, customer lists, financial reports and lists of sites (including links to your site) for advertising purposes or to disclose your use of Umbler Services.

9. Add-ons

• 9.1 Umbler may make available through Umbler Services additional features, functionality and services offered by its partners ("add-ons"). Your use of Add-ons is subject to these Terms and applicable fees. You acknowledge that for each Add-on that you subscribe to or purchase through Umbler Services, these Terms constitute a binding agreement between you and the Add-on licensor ("Add-on Provider") only. The Add-on Provider of each Add-on is solely responsible for its content and any claims you or any other party may have regarding that Add-on or use of that Add-on. You acknowledge that you are purchasing the license for each Add-on Provider Add-on; Umbler is acting as an agent for the Add-on Provider in providing each of these add-ons to you; Umbler is not a party to the license between you and the Add-on Provider in connection with that Add-on; and Umbler is not responsible for the content thereof or any claims you or any other party may have with respect to that Add-on or the use of that Add-on. You acknowledge and agree that Umbler, and Umbler subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Umbler shall have the right (and shall be deemed to have accepted the right) to do so fulfill such license against you as a third party beneficiary thereof.
• 9.2 When you subscribe to or purchase an Add-on, you grant Umbler permission to share your application, Content, and user information with the Add-on Provider, if necessary, to provide you with the Add-on.
• 9.3 The license granted to you to use any Add-on is personal, and is not sublicensable to your end users. You can not provide or resell add-ons to others.

10. Maintenance

• 10.1 The maintenance of Umbler services will be carried out whenever necessary, which may cause instability and partial or total unavailability of the services. This period will be disregarded in any SLA calculation. All maintenance on Umbler services will be previously communicated through the account registration email.

11. Recommendations

• 11.1 Umbler may, and you grant us permission to, make recommendations through Umbler services for products or services that we believe may be of interest to you, based on your application (s), Content and / or use of Umbler Services. We will never make recommendations directly to your end users.

12. Modification and Cancellation of Umbler Services

• 12.1 Umbler is constantly innovating in order to offer the best possible experience to its users. You acknowledge and agree that the form and nature of Umbler Services provided by Umbler may change from time to time without notice to you, subject to the terms of Section 4.3. Changes to the form and nature of the Umbler Services will be effective with respect to all versions of the Umbler Services; examples of changes to the form and nature of Umbler Services include, without limitation, fee changes and payment policy, security patches added to functionality and other improvements.
• 12.2 You may terminate these Terms at any time and cancel your account with Umbler Services. You may terminate these Terms and cancel your services by removing all your domains / sites / email accounts / database, which automatically stops the credit consumption of your account. You will not receive any refund if you quit the service or if your account is canceled.
• 12.3 You agree that Umbler, in its sole discretion and for any reason or for no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Umbler Services may be without prior notice and you agree that Umbler shall not be liable to you or any partner for such termination.
• 12.4 You are solely responsible for exporting your Content and Application (s) from the Umbler Services prior to the termination of your account, for any reason, as long as your account is ended, we will provide you with a reasonable opportunity to recover its content and application(s).
• 12.5 Upon termination of Umbler Services or your account, these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14 and 18 shall continue to be effective after these Terminated Terms.

13. Disclaimer of Warranties

• 13.1 Nothing in these terms, including sections 12 and 13, shall exclude or limit Umbler's liability or warranty for losses which can not be legally excluded or limited by applicable law.
• 13.2 You understand and agree that your use of Umbler service is at your own risk and that Umbler services are provided "as it is" and "as it is available".
• 13.3 Umbler, its subsidiaries and affiliates and its licensors make no express warranties and disclaim all implied warranties regarding Umbler's services, including warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the above, Umbler, its subsidiaries and affiliates, and licensors do not warrant that: (A) the use of Umbler services will meet your needs, (B) the use of Umbler services will be uninterrupted, timely, secure and error-free, and (C) data of use provided through Umbler will be accurate.

14. Limitation of Liability

• 14.1 Subject to section 12.1 above, the user understands and agrees that Umbler, its subsidiaries and affiliates and its licensors shall not be liable for any direct, indirect, incidental, or consequential damages of any special damages that may be suffered by you, however caused and under any theory of liability. This information shall include, but is not limited to, any loss of profits (incurred directly or indirectly), any loss of goodwill or reputation of business, to lose data, cost of acquisition of goods or services or other intangible loss.
• 14.2 Umbler's limitations of liability to you in paragraph 13.1 above, will apply, or if Umbler has been advised of or should be known about the possibility of such losses.

15. Indemnification

• 15.1 You agree to indemnify and hold Umbler, its subsidiaries, affiliates, directors, agents, employees, advertisers, licensors, suppliers or partners (collectively "Umbler and Partners") from and against any claims of third parties arising out of or in any way: (A) your violation of the Terms, (B) your use of the Umbler Services, (C) your violation of laws, rules or regulations in connection with Umbler Services, or (D) your content or your application , including any liability or expense arising from claims, losses, damages (direct and consequential), lawsuits, judgments, procedural expenses and legal fees of any kind and nature. In such a case, Umbler will provide you with a written notice of such claim, suit or action.

16. Copyright Policy

• 16.1 You agree to establish a process to respond to allegations of alleged violations. It is Umbler's policy to respond to notices of any origin or other applicable copyright laws and terminate the accounts of repeat infringers. We reserve the right to remove content in your application or, if necessary, the application itself upon receipt of a valid notification.

17. Other Contents

• 17.1 Umbler Services may include hyperlinks to other sites, content, or features or email content. Umbler may have no control over any sites or resources that are provided by companies or individuals who do not use Umbler Services.
• 17.2 You acknowledge and agree that Umbler is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials present or available on such sites or resources.
• 17.3 You acknowledge and agree that Umbler shall not be liable for any loss or damage that you may incur by you or its end users as a result of the availability of such external sites or resources or as a result of your reliance on integrity, accuracy or existence of any advertisements, products or other materials present or available from such sites or resources.

18. Changes to Terms

• 18.1 Umbler may make changes to the Terms from time to time. If we change the Terms in any substantive way, we give you at least seven (7) days notice before the changes come into effect, a period of time that you can reject the changes by terminating your account.
• 18.2 You understand and agree that if you use the Umbler Services after the date on which the Terms have been changed, Umbler will take your use as an acceptance of the Updated Terms.

19. Legal Terms

• 19.1 The Terms constitute the entire agreement between you and Umbler and govern your use of the Umbler Services (excluding any services that may be provided with a separate written agreement), and in their entirety supersede any prior agreements between you and Umbler in relation to Umbler Services.
• 19.2 There are no third party beneficiaries of these Terms. The parties are independent contractors, and nothing in these terms creates an agency, partnership or joint venture.
• 19.3 If Umbler provides you with a translation of the version of these Terms, the version of these Terms in the Portuguese language will control any conflict.
• 19.4 You agree that Umbler may send you notices, including those regarding changes to the Terms, by email, sms, regular mail or publications on Umbler Services. By providing your Umbler email address, you agree the use of this email address to send you any notices required by law rather than by postal mail.
• 19.5 You agree that if Umbler does not exercise or use any legal right or recognized right contained in the Terms (or to which Umbler is entitled under any applicable law), this shall not be considered as a formal waiver of Umbler's rights and these rights or features will still be available to Umbler.
• 19.6 Umbler shall not be liable for failing or delaying the performance of its obligations arising from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, natural disasters, working conditions, energy and Internet disturbances.
• 19.7 The Terms, and the relationship between Umbler under the Terms, shall be governed by the laws of the State of Florida, USA, regardless of the conflict of law provisions. You and Umbler agree to submit exclusively to the federal courts located in Orange County, USA, the resolution of any legal issues arising out of the Terms.
• 19.8 Neither party may assign any of its rights or obligations under these Terms, either by law or otherwise, without the prior written consent of the other party (not to be omission). Nevertheless, either party may assign all of its rights and obligations under these Terms, without the consent of the other party, its subsidiary or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets not involving a direct competitor of the other party.
• 19.9 Notifications. All notifications must be in writing and addressed to the legal department of the other party and main point of contact. The e-mail address of Umbler's Legal Department is legal@umbler.com.br.

20. Referral Bonus Program Guidelines

• 20.1 If by any means the referred account is believed to be of the same owner as the referral account, Umbler holds the right to deny the referral bonus and deny the refund of any amount credited to any of the accounts.
• 20.2 Referral bonus credits as well as manually added credits related to the referral program may not be transferred to any account at any time.