Please read this document carefully before using UMBRELLY
Welcome to the Website https://app.umbrelly.cloud/ (the “Website”) where You can access Our Umbrelly.Cloud services (the “Services”)!
These Terms and Conditions constitute a binding legal agreement between You and UMBRELLY Inc., a Delaware corporation with company number 365087619, whose registered address is 1111b South Governors Avenue, Dover, DE 19904, USA (“UMBRELLY”, “We”, “Us”).
By accessing and/or viewing and/or using the Website, and/or giving your consent by ticking the respective box when You access the Website and/or using the Website through any mobile phone, tablet, computer, or another device, you as a user (“You”, “User”, or “Your”) of the Website, confirm that You have read, understand and agree to be bound by these Terms and Conditions, and Our Privacy Policy, Refund Policy and Cookies Policy which are incorporated by reference into this Agreement (collectively, this “Agreement”), and any other related documents, policies and terms and conditions, and applicable law.
UMBRELLY may change these Terms and Conditions at any time without notice, effective upon their posting to the Website. Continued access to or use of the Website will be deemed Your acceptance of the revised Terms and Conditions. We may notify You about the updates to these Terms and Conditions but We assume no obligation for such notification. Therefore, We encourage You to periodically check these Terms and Conditions for any updates.
If You disagree with these Terms and Conditions, please do not use the Website.
Services
1.1 Using the User's device and the Website, the User can access Our Services, as the case may be, support services, professional services, and/or any other services provided by or on behalf of UMBRELLY pursuant to this Agreement (such as cost optimization actions). Any such Services are provided in accordance with a separate Customer Agreement available upon request via team@umbrelly.cloud.
Use of the Website; Unauthorized Use
2.1 You expressly accept that the use of the Website will be carried out under Your sole and exclusive responsibility.
2.2 You represent and warrant that You are at least 18 (eighteen) years of age. If You are under the age of 18 (eighteen) years, then You may not, under any circumstances or for any reason, use the Website. If Your country of residence has the age of majority and legal consent requirements more or less restrictive than those outlined in these Terms and Conditions, You must comply with the requirements of Your country of registration.
2.3 We may, at Our sole discretion, refuse to offer the Website to any person or entity and change the eligibility criteria for using the Website at any time. The right to access the Website is revoked where these Terms and Conditions or use of the Website is prohibited or to the extent offering, sale, or provision of the Website conflicts with any applicable law, rule, or regulation. Further, the Website is offered only for Your use and not for the use or benefit of any third party.
2.4 You are solely responsible for Your interaction with others using the Website, and other third parties that You come in contact with through Our Website.
2.5 You shall not use the Website in any way, or submit to Us or to the Website anything, which in any respect:
2.5.1 is a breach of any law, statute, regulation, or by-law of any applicable jurisdiction;
2.5.2 is fraudulent, criminal, or unlawful;
2.5.3 is inaccurate or out-of-date;
2.5.4 may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue, or political;
2.5.5 impersonates any other person or body or misrepresents a relationship with any person or body;
2.5.6 may infringe or breach the copyright or any intellectual property rights (including, without limitation, copyright, trademark rights, and broadcasting rights) or privacy or other rights of Us or any third party;
2.5.7 may be contrary to Our interests;
2.5.8 is contrary to any specific rule or requirement that We stipulate on the Website in relation to a particular part of the Website, or the Website generally;
2.5.9 involves Your use, delivery, or transmission of viruses or anything likely intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
2.6 When browsing and using the Website, You agree not to carry out any conduct that could damage the image, interests, or rights of UMBRELLY or third parties, nor actions that could damage or render the Website unusable, or that in any other way could prevent the normal operation of the Website. Specifically, You agree to:
2.6.1 Make diligent, correct, and lawful use of the Website, respecting the current legislation and, in particular, that relating to intellectual and industrial property;
2.6.2 Periodically review these Terms and Conditions, checking the changes that, where appropriate, UMBRELLY had implemented;
2.6.3 Not to use the Website for commercial purposes, for example, collecting information or content to provide other services that may be a competition to UMBRELLY;
2.6.4 Not to modify or try to modify the Website, or take actions aimed at copying or simulating its appearance or functions;
2.6.5 Not to carry out actions that involve the introduction of computer viruses, worms, Trojans, or any other kind of malicious code intended to interrupt, destroy, or limit the operation of the Website;
2.6.7 Not to remove or modify any copyright notices, restrictions, or proprietary marks of any kind of Us or Our licensors;
2.6.8 Not to use reverse engineering techniques and/or decipher, decompile, or use any other system intended to know the source code of the Website, or any element protected by intellectual property regulations;
2.6.9 Not to interfere with or disrupt the Website, or any network, server, or similar infrastructure connected to the Website, or disobey any requirements, procedures, policies, or regulations of the foregoing, including via a denial of service attack or a distributed denial of service attack, or any other attack or interference of any nature, or using any device, software, or routine;
2.6.10 Not to probe, scan, or test the workload or performance indicators, or vulnerability of the Website, or any network, server, or similar infrastructure connected to the Website and/or the Service, including the security structure thereof.
2.7 This list of unauthorized, prohibited uses and rules of conduct is not meant to be exhaustive. We reserve the right to determine what conduct We consider to be a violation of or improper use under these Terms and Conditions and the appropriate action to take.
2.8 We may update, modify, or eliminate the content of the Website, or limit and/or prevent access to it at any time and without prior notice.
2.9 If We ascertain or receive information from third parties or law enforcement officials of any of the above-listed prohibited uses or other unlawful uses on Your behalf, We may terminate Your access to the Website due to Your breach of these Terms and Conditions and You shall forfeit any right to any refund or reimbursement of damages due to such termination. You agree to reimburse Us for any expenses or costs, including consequential damages We or anyone else may have or may incur as a result of such a breach or unlawful act.
2.10 Except as expressly stated in these Terms and Conditions, We make no representations or warranties that Your use of the Website is appropriate in Your jurisdiction. Other than as indicated herein, You are responsible for Your compliance with any local and/or specific applicable laws, as applicable to Your use of the Website.
Registration; Personal Account
3.1 The Website requires specific registration to access it. Only after the registration process by submitting the information requested in the applicable online form on the Website, the User will be able to access Our Services.
3.2 Via Our Service, You need to create a Personal account and connect the third party cloud account to get the best out of Our Services. You need to have a working email and set a password for the Personal account. At the time of registration, it is necessary to confirm Your email by entering a verification code, which is sent to the indicated email address. After entering a verification code, You should click an appropriate button for verification, if available.
3.3 After registering, You can login to Your Personal account at Our Website using the email and password You provided during the registration. The information You give Us has to be accurate, current, complete and not misleading.
3.4 You are responsible for maintaining the confidentiality of Your email login credentials. You undertake to promptly notify Us in writing if You become aware of any unauthorized access or use of Your Personal account and/or any breach of these Terms and Conditions. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by Us or a third party, due to any unauthorized usage of Your Personal account by either You or any other User or third party on Your behalf.
3.5 We have the right to disable Your Personal account at any time for any reason or without one, including, without limitation, if We find out that:
3.5.1 You may not be old enough to have a Personal account;
3.5.2 Your use of the Website is considered prohibited or otherwise unlawful;
3.5.3 You have multiple Personal accounts on our Website under the same legal company name;
3.5.4 You are sharing or transferring your Personal account to another entity/individual; or
3.5.5 You are or may be in violation of these Terms and Conditions, or any law, or regulation.
3.5.6 You have violated the third party cloud provider terms or any other third party cloud provider policy, provided that We are notified by such third party cloud provider.
3.6 If You lose Your Personal account password, it can be reset as long as You have control over the email address You used for registration. More information can be found on Our Website, or by contacting Our customer support at team@umbrelly.cloud.
3.7 In order to delete Your Personal account, You should use the "Delete Account" button. In case of the deletion of Your Personal account, We will delete all Your Personal account information, except for the minimum that is needed for complying with and the fulfillment of the accounting obligation to tax authorities as set by applicable laws, or for complying with any other applicable laws or meeting law enforcement requirements, or for other compelling legitimate grounds.
3.8 Please be advised that upon deleting a Personal account, data created within Your Personal account will be not recoverable thereafter, and even if You, later on, decide to re-register a Personal account, You have to sign up again and start all over.
3.9 You hereby authorize Us to analyze, predict and modify cloud resources, as well as perform additional optimization actions, on Your behalf. For the avoidance of doubt, any optimization actions are performed under Your name, and managed by Us. We shall not be liable for any damages and/or losses resulting from Your revoking the permissions to perform optimization actions or resulting from changes from the third party, alterations and revisions applied to the technical abilities, capabilities and/or terms of service of such third party.
3.10 You hereby acknowledge that You are responsible for informing Us about Your participation in any discount program (e.g., Enterprise Discount Program (EDP), Private Pricing, etc.). Knowing about existing discount programs helps Us make informed decisions, maximize the savings for You, avoid actions that might conflict with the existing agreements and programs.
3.11 You hereby acknowledge that standard reserved instances purchased under a discounted program may not be sold on the third party cloud provider’s marketplace.
User Data
4.1 You can provide, upload, submit, or otherwise make available any data or any other information, to or through Our Website (“Data”).
4.2 When You provide, upload, submit, or otherwise make available any Data to or through Our Website, You hereby grant to Us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to access, host, use, distribute, process, modify, distribute, run, copy, publicly perform, display, and/or translate Your Data and/or create derivative works of Your Data, in any form or media, anywhere, and without any notice or compensation to You of any kind. This license will end when Your Data is deleted from Our systems. Such license is granted (i) to run, maintain, and provide You Our Services; (ii) to prevent or address technical or security issues, and resolve support requests; (iii) to investigate when We have a good faith belief or have received a complaint alleging that such Data is in violation of these Terms and Conditions; (iv) to comply with a valid legal subpoena, request, or any other lawful process; (v) to accomplish other applicable purposes; and (vi) as otherwise expressly permitted in writing by You.
4.3 When You provide or otherwise make available any Data to or through Our Website as described above, You represent and warrant that (and agree to comply as stated below):
4.3.1 You have (or have obtained) all rights, licenses, consents, permissions, and/or authority, necessary to grant the rights granted herein, for any Data that You provide or otherwise make available to or through Our Website;
4.3.2 all Data is in compliance with all and any applicable laws and regulations, and Our Terms and Conditions and other applicable policies;
4.3.3 all Data that You provide or otherwise make available to or through Our Website, and Your and Our use of such Data, shall not (i) infringe or violate any patents, copyrights, trademarks, or other intellectual property, privacy, data protection, proprietary, publicity, or any other rights of any third party; (ii) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation, or any of Your or third party's policies and terms governing such Data.
4.4 Other than Our security and data protection obligations as expressly stated hereunder, We assume no, and hereby disclaim all and any, responsibility or liability for such Data.
4.5 We may, but disclaim any obligation that We shall, monitor and/or moderate User Data and there shall be no claim against Us of not acting so. You shall be solely responsible for providing all equipment, systems, assets, access (for ensuring the Website has access to the third party cloud account, and other services needed to access and use the Website, for ensuring their compatibility with the Website, as well as for obtaining (and maintaining) all consents and licenses necessary to exercise Your rights and the consequences, including legal, of using, disclosing, or storing it. You shall not submit to the Website any data that is protected under special legislation and requires unique treatment, including sensitive data.
4.6 We reserve the right to delete any Data that violates these Terms and Conditions, or any applicable law or regulation. We reserve the right, at Our sole discretion, to require the deletion of any data from the platforms where You share data about UMBRELLY or Our Website.
4.7 In case of termination or expiration of these Terms and Conditions and/or deletion of Your Personal account, it is Your sole liability to download, save, copy, or otherwise export any and all Your Data prior to such termination or expiration hereof or deletion of Your Personal account. Please note that We shall be under no obligation to store such Data upon termination or expiration hereof or deletion of Your Personal account and We shall not have any liability neither to You nor to any other third party in connection thereto.
Fees; Discount; Refund Policy
5.1 The Website is free to access. We offer additional DevOps services for which separate fees apply.
5.2 However, while there are no paid subscriptions, any Services are paid for and provided in accordance with a separate Customer Agreement between User and UMBRELLY.
5.3 You can purchase additional services using the third-party payment processors available on the Website. In order to purchase, You will need to enter Your credit/debit card information and the fee will be charged to it. After entering Your payment information and completing the transaction, the third-party payment processor will process the request and verify payment information, including credit/debit card validity and balance availability. If the payment is successful, the third-party payment processors will return a confirmation to Us.
5.4 Then, We will update Your account information and provide You with access to the appropriate features of Our Services.
5.5 Unless expressly set forth herein, the fees paid are non-refundable. We may refund You a fee that was paid as a double transaction or overcharge due to a technical error.
5.6 We reserve the right not to refund You any fees paid in case You are or may be in violation of these Terms and Conditions, or any law, or regulation, and disclaim any obligation in relation to such refund.
5.7 We are not liable for any refund due to defect/dysfunction on Your device, including but not limited to problems due to Internet connectivity.
5.8 To request a refund, please contact Our customer support at team@umbrelly.cloud.
5.9 Please note that to process the payment We use the third-party payment processors. Such services enable the transaction initiated by You and notify Us of its completion. We do not store or collect Your payment details ourselves, except for the required one for Services fulfillment. All other payment details are provided directly to the third-party payment processors.
5.10 If We agree with You to issue a refund, We will not make this payment directly to You, but will inform the third-party payment processors of what We have agreed, and the third-party payment processors will issue the relevant refund. The third-party payment processors reserve the right to issue refunds at their discretion.
Privacy; Cookies
6.1 To use the Website, You may be asked to provide certain Personal Data. There are means for You to provide personal information to Us, so We can, for example, contact You to provide specific information about Our Website, and/or other services. All the matters regarding Your Personal Data are governed by Our Privacy Policy accessible at https://…, and You provide Us with Your consent to the collection of such information by using the Website; therefore, We encourage You, and You should ensure that You read the Privacy Policy provisions carefully.
6.2 All matters regarding the use of Сookies or similar technologies on Our Website are governed by Our Cookies Section in Our Privacy Policy accessible at https://…. We encourage You, and You should ensure that You read the Cookies policy provisions carefully to understand how We use such technologies and how You can reject them.
Intellectual Property
7.1 All intellectual property in and to the Website, and material available on the Website (excluding the Data, as defined hereunder, posted by Users), which includes materials protected by copyright, trademark, or patent laws, including, but not limited to, the text, software, website templates and widgets, application programming interface, scripts, graphics, photos, illustrations, sounds, audiovisual combinations, designs, animations, interfaces, interactive features, textual content, and other materials User may view in the Website, and any modifications, enhancements, and derivations thereof, is either owned by or licensed to Us. All trademarks, service marks, trade names, and other proprietary identifiers, are owned, registered by, and/or licensed to Us.
7.2 All rights reserved.
7.3 We hereby grant You a limited, worldwide, non-exclusive, non-transferable right to access and use the features of the Services, solely for Your internal purposes.
7.4 No licenses or rights are granted to You by implication or otherwise, under any intellectual property right controlled or owned by Us or the respective owners (licensors) of any such associated intellectual property, except for the permissions and rights expressly granted in these Terms and Conditions.
Notice and Procedure for Making Claims of Copyright Infrigement
8.1 If You believe that Your work has been copied and posted on Our Website in a way that constitutes copyright infringement and no legal exception exists, You (as a copyright owner or an agent authorized to act on the owner's behalf) may provide Us with the written information specified below:
8.1.1 An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner;
8.1.2 An identification and description of the copyrighted work that You claim has been infringed upon;
8.1.3 An identification and description of the material that You claim is infringing, and where it is located on the Website, in a manner reasonably sufficient to permit Us to locate such material, including the URL(s) on the Website where such material may be found;
8.1.4 Your address, telephone number, and e-mail address, so We can contact You;
8.1.5 A statement by You that You have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law;
8.1.6 A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
8.2 Our contacts:
8.3 UMBRELLY Inc.
Address: USA, 1111b South Governors Avenue, Dover, DE 19904
Email: admin@umbrelly.cloud
8.4 Please note that this procedure is exclusively for notifying Us and Our affiliates that You believe that Your copyrighted material has been infringed.
Push Notifications; E-mailing
9.1 As a part of using the Services, the Services may request consent to send push notifications to You, which can include alerts, icons, banners, and sounds on Your device. If You decide to allow push notifications, the Service will generate push notifications on Your device.
9.2 As a part of using the Services, We may send You email letters to Your email. We may distribute several types of such notifications/email letters:
9.2.1 about innovations in the Service;
9.2.2 about promotional actions and offers;
9.2.3 service notifications regarding essential changes to the Services in relation to Your Personal account;
9.2.4 other notifications, or service letters.
9.3 You agree to receive marketing emails when You give Your consent by ticking the respective box for receiving marketing emails when You register a Personal account or as otherwise available on the Service. In each letter, You shall be provided with the opportunity to “Opt out of the electronic mailing list”.
9.4 By accepting these Terms and Conditions and Our Privacy Policy, You confirm Your consent to receiving other notifications/email letters from Us, except for marketing emails as stated above.
Third-Party Services; Links to Third-Party Services
10.1 By using the Website, You can follow different links to third-party websites, applications, or other products or services operated by other companies (“Third-Party Service(s)”). We do not endorse, monitor, or have any control over such Third-Party Services, which have separate terms of service, privacy policies, and Cookies policies. If the Website contains links to such Third-Party Services, these links are provided for Your convenience only. We are not responsible for the content or policies of Third-Party Services and You access such Third-Party Services at Your own risk and subject to the terms and conditions of use for such Third-Party Services. Please check the terms and conditions of use and privacy policy applicable to each Third-Party Service You visit, as they may vary due to the nature of the services and who is permitted to access them.
10.2 You hereby acknowledge that any access, collection, transmission, processing, storage, or any other use of data, including the Data, by such third-party service, is governed by Your agreement with that third-party, including any applicable terms of service, privacy policies, and Cookies policies, and We are not responsible for any access, collection, transmission, processing, storage, or any other use of data, including the Data, by that service, or for such third-party service privacy and security actions or practices. By integrating and/or using such third-party services, You acknowledge and agree that:
10.2.1 You are solely responsible for Your compliance with terms of service, privacy policies, Cookies policies, privacy restrictions, and other policies of such third-party service, and applicable laws, and regulations, and any actions and activities You may conduct or may permit the third parties, including such third-party service, to conduct;
10.2.2 We shall have no obligation of any kind and shall not be responsible for any data modification and/or removal that may result due to such integration, whether in Your Personal account or within the integrated third-party service.
Confidentiality
11.1 In connection with the Service, We or a User as a Party to this Agreement may disclose (the “Disclosing Party”) to the other Party (the “Receiving Party”), certain non-public business, product, technology, and marketing information, including without limitation, customers lists and information, know-how, software, any other information internal to the Disclosing Party and any other non-public information, which either marked as confidential or which, from its nature, content or the circumstances in which it is provided, is reasonably deemed to be confidential (the “Confidential Information”). For the avoidance of doubt, (i) any Data is regarded User's Confidential Information, and (ii) Our Services, and any of technology, systems, or techniques connected or related thereto, and their respective performance information, as well as any data, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution data, planning data, reports, and materials We may provide to You in connection with Our Services or use thereof and any copies, extracts, compilations, studies, notes, reports, materials, documentation, analyses, and reviews thereof, or any other information, which contain, reflect, or is compiled therefrom, as may be prepared or received by or on behalf of the User, are regarded Our Confidential Information.
11.2 Confidential Information does not include information that (a) at the time of disclosure or at any time thereafter is in the public domain or subsequently enters the public domain, except where this has arisen as a result of a breach of the terms of this Agreement or breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, without restriction, prior to receipt from the Disclosing Party under this Agreement, as evidenced by the Receiving Party's written records; (c) that the Receiving Party obtained from any third party who owes no obligations to the Disclosing Party in relation to the information in question; or (d) was independently acquired or developed by the Receiving Party without the aid, application, or use of the Disclosing Party’s Confidential Information.
11.3 The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information and limit access to those employees, affiliates, service providers, and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and Conditions and/or as required to be disclosed to legal or financial advisors of the Receiving Party, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body or authority; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such requirement to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate relief, or otherwise prevent or restrict such disclosure.
Limitations of Liability
12.1 WE HEREBY DISCLAIM ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATING TO YOUR USE OF THE WEBSITE.
12.2 The Website works AS IS and AS AVAILABLE, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL WE BE LIABLE TO YOU IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE SERVICE OR THAT IT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
12.3 You understand that the content presented on the Website, whether publicly posted or privately transmitted, is the sole responsibility of the person/entity from whom such content originated. We do not control this content and do not guarantee its accuracy, integrity, or quality.
12.4 Your use of any aspect of the Website is at Your own risk. WE CANNOT AND DO NOT ACCEPT ANY LIABILITY IN RESPECT OF ANY ACTIVITIES THAT YOU MAY UNDERTAKE THROUGH USING THE WEBSITE.
12.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, THE ACCURACY OF RESULTS, OR COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, EVEN IF A REPRESENTATIVE OF OURS OR OUR AFFILIATE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
12.6 To the fullest extent permitted by law, under no circumstances shall Our liability to You for any claim or cause of action whatsoever, and regardless of the form of the action, whether arising in tort, contract, strict liability, or otherwise, exceed USD 50 (fifty). This limitation of liability is cumulative and not per incident.
12.7 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to You. To the extent that We may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of Our liability will be the minimum permitted under such applicable law.
12.8 Any claims arising in connection with Your use of the Website must be brought within 60 (sixty) calendar days of the date of the event giving rise to such occurred action, or as limited by applicable law. Remedies available to You under these Terms and Conditions are exclusive and are limited to those expressly provided for in these Terms and Conditions, even if the applicable remedy under these Terms and Conditions fails of its essential purpose.
Indemnity
13.1 You agree to defend, indemnify, and hold Us harmless, including Our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of Our affiliates, successors, assigns, and licensees, (and any of the foregoing in relation to Our affiliates) from and against any claims, actions, or demands, damages, losses, liabilities, judgments, settlements, costs, or expenses (including attorneys' fees and costs) arising directly or indirectly from or relating to (a) the breach of these Terms and Conditions by You or anyone using Your device, password, or login information; (b) any claim, loss, or damage experienced from Your use or attempted use of (or inability to use) the Website; (c) Your violation of any law or regulation; or (d) any other matter for which You are responsible under these Terms and Conditions or any applicable law or regulation of any nature or force. You agree that Your use of the Website shall comply with all applicable laws, regulations, and guidelines.
13.2 In case of full or partial failure to comply with the obligations provided by clauses 2.6.3—2.6.9 hereof, You shall pay USD 50,000 (fifty thousand) to Us as liquidated damages, in addition to anything contained in these Terms and Conditions, including in addition to that stipulated by the previous clause.
13.3 We reserve the right to assume the exclusive defense and control of any demand, claim, or action arising hereunder or in connection with the Website and all negotiations for settlement or compromise. You agree to fully cooperate with Us in the defense of any such demand, claim, action, settlement, or compromise negotiations, as requested by Us.
Termination
14.1 These Terms and Conditions are effective until terminated by either You or Us. You may terminate these Terms and Conditions at any time, provided that You discontinue any further use of the Website. If You violate these Terms and Conditions, Our permission to You to use the Website will be automatically terminated.
14.2 We, however, may, at Our sole discretion, terminate these Terms and Conditions and Your access to the Website, and/or any or all of the Services of the Website, at any time and for any reason, without penalty or liability to You or any third party. In the event of Your breach of these Terms and Conditions, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to Us.
14.3 Any termination of these Terms and Conditions for any reason shall not affect or prejudice any right to damages or other remedies which We may have in respect of the event giving rise to the termination or any other reason to damages or other remedies which We may have in respect of any breach or failure to perform these Terms and Conditions which existed at or before the date of termination.
14.4 The provisions of the following sections survive the expiration or termination of these Terms and Conditions for any reason whatsoever: “USER DATA”; “FEES; DISCOUNT; REFUND POLICY”; “PRIVACY; COOKIES”; “INTELLECTUAL PROPERTY”; “CONFIDENTIALITY”; “LIMITATION OF LIABILITY”; “INDEMNITY”; “TERMINATION”; “CHOICE OF LAW AND DISPUTE RESOLUTION”; “ENTIRE AGREEMENT; NO WAIVER”; “SEVERABILITY”; “ASSIGNABILITY”.
Choice of Law and Dispute Resolution
15.1 These Terms and Conditions, including any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding conflict of law provisions.
15.2 Any disputes arising out of or in connection with these Terms and Conditions, including any question(s) regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of the State of Delaware.
Entire Agreement; No Waiver
16.1 These Terms and Conditions and Privacy Policy constitute the entire Agreement between You and Us pertaining to the subject matter hereof. Anything contained in or delivered through the Website that is inconsistent or conflicts with the terms of this Agreement is superseded by the terms of this Agreement. These Terms and Conditions may not be modified, in whole or in part, except as described elsewhere in these Terms and Conditions.
16.2 Any rights not expressly granted by these Terms and Conditions are reserved to UMBRELLY.
16.3 Failure by Us to insist upon or enforce strict performance of any provision of these Terms and Conditions and/or Our Privacy Policy shall not be construed as Our waiver of any provision or right contained herein.
Severability
17.1 If any of the provisions of these Terms and Conditions are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited, or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect.
Assignability
18.1 You may not assign or transfer these Terms and Conditions or any of Your obligations, rights, or interests provided herein, by operation of law or otherwise, without Our prior written and explicit consent.
18.2 You agree that these Terms and Conditions, Privacy Policy, and/or the Agreement between You and Us in general may be assigned by Us, at Our sole discretion to any third party.
Notices and Electronic Communication
19.1 Any notice, or other communication under these Terms and Conditions shall be in writing and shall be considered given and received when sent by email or if applicable (but only regarding notices from Our side), text messaging, notifications or chatbots. The language of the communication shall be English.
Contact Us
20.1 Notices relating to these Terms and Conditions may be sent to You via email to the email address You used for registration or provided to Us otherwise. You expressly authorize Us to contact You via such email in the event We (or Our affiliate) are required by law to notify You of a data security incident or data breach.
20.2 Please submit any notices, feedback, comments, requests for technical support, and other communications to Us relating to these Terms and Conditions via team@umbrelly.cloud.
20.3 For the submission of complaints to Us relating to these Terms and Conditions, our Website and/or Our Services, please contact our support service at admin@umbrelly.cloud.