Umbo Computer Vision

Terms of service

Welcome to UMBO. Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at hello.umbocv.com.
These Terms of Service (“Terms”) are a binding contract between you and UMBO CV, INC. (“UMBO”, “we”, or “us”). BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. These Terms will remain in effect while you use the Services. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD not click “I accept”, and you should delete your UMBO account, DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT, DELETE THE APPLICATION FROM YOUR MOBILE DEVICE IMMEDIATELY, , AND CEASE ACCESSING OR USING THE SERVICES. AS DESCRIBED BELOW, SECTIONS VI, V, VI. DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES, WARRANTY DISCLAIMER, AND LIMITATION OF LIABILITY. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM. Please note that ALL SALES ARE FINAL, unless the products are defective.

Overview

•Relation to Other Documents. These terms govern your access to and use of the Services, including the software embedded in the Product (and any updates thereto) (“Product Software”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All these additional guidelines, terms, or rules, Privacy Policy and Copyright Dispute Policy are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services
•Changes of the Terms. We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
•Eligibility. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). You represent and warrant that you have the right, authority, and capacity to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You may use the Services only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Services by anyone under the age of 18 is strictly prohibited and is a violation of these Terms.

Products; Accounts

Product. Your purchase and use of any Product are governed by limited warranty provided hereunder and may be further governed by the applicable terms and conditions or other documentations that accompany the sale or otherwise made available to you. You acknowledge that you are solely responsible for verifying and you have verified the compatibility of the Products you purchased with other equipment in your home. Please note that ALL SALES ARE FINAL, unless our products are defective. If you have any questions or concerns, please contact us at hello@umbocv.com.
Title. Products are intended only for the use of the organization or entity that you represent only, and are not permitted for resale. Unless otherwise provided in the applicable terms and conditions or other documentations that accompany the sale or otherwise made available to you, title for a Product passes to you at the time of delivery by to you, and we and/or the freight carrier will be responsible for any Product loss or damage that occurs when the Product is in transit to you.
•Account. To use the Services, you may be required to register for an account, and select a password and user name (“Account”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as the user name of your Account a name that you don’t have the right to use, or another person’s or entity’s name with the intent to impersonate that person or misrepresent your identity. You may not transfer your account to anyone else without our prior written permission. You will only use the Services for your own internal, non-commercial use, and not for the benefit of any third party and you will use the Services only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

Service and Restrictions

•Ownership. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Product Software, and Services are owned by UMBO (or our licensors if applicable). Your possession, access, and use of the Product, Product Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. UMBO (and our licensors if applicable) reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
•Product Software License. Subject to these Terms, UMBO grants to you a limited, non-transferable, nonexclusive license (without the right to sublicense) to execute one (1) copy of the Product Software, in executable object code form only, solely on the Product that you own or control and solely for use in conjunction with the Product for your internal and non-commercial purposes. UMBO may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Product Software and you agree to promptly install any Updates UMBO provides.
•Content License. Subject to these Terms, we grant you a limited, non-transferable, nonexclusive right (without the right to sublicense) to access and use the Services. All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below)) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, create derivative works based on, or otherwise exploit for any purposes whatsoever any Content, Services, Product Software, materials, submissions or other proprietary rights not owned by you, in whole or in part: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. The Services (including all the websites) are protected by copyright as a collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Other than your User Submissions (as defined below), you may download or copy the Content (and other items displayed on the Services for download) for personal use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content (other than your User Submissions) other than for personal use is expressly prohibited without prior written permission from UMBO or from the copyright holder identified in such Content’s copyright notice.
•User Submission License. In the course of using the Services, you and other users may provide information which may be used by UMBO in connection with the Services and which may be visible to certain other users. For example, the Service allows you to upload or post video content, and may permit you to post feedback, comments, questions, or other information on the Services or otherwise providing content, materials or information to UMBO or in connection with the Services (collectively, “User Submissions”). UMBO hereby is and shall be granted a nonexclusive, worldwide, royaltyfree, perpetual, irrevocable, sublicenseable and transferable right to exploit such User Submissions (including all related intellectual property rights) solely in connection with providing you the Services and as directed by you. UMBO will only share your personally identifiable information in accordance with UMBO’s privacy policy in effect from time to time and located at Privacy Policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access and use your User Submissions through the Services such User Submissions only as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that UMBO retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to UMBO does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
•Liability. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that UMBO will not be liable for any errors or omissions in any content. You understand that UMBO cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, UMBO cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will UMBO be liable 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 in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. Data protection and privacy laws where you live may impose certain responsibilities on you and your use of the Products and Services. You agree that you (and not UMBO) are responsible for ensuring that you comply with any applicable laws when you use the Products and Services, including but not limited to (i) any laws relating to the recording or sharing of video or audio content that includes third parties, or (ii) any laws requiring notice to or consent of third parties with respect to your use of Services. UMBO reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if UMBO is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not UMBO, remain solely responsible for all User Submission that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to UMBO and to grant UMBO the rights to use such information in connection with the Services and as otherwise provided herein.
•Restrictions. You are responsible for all of your activity in connection with the Services. You warrant, represent and agree that you will not contribute any Content or User Submissions or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or illegal; (iv) impersonates any person or entity; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program, or (vi) jeopardizes the security of your Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) license, sell, rent, lease, transfer, assign, copy, reproduce, distribute, republish, display, post, transmit, host, or otherwise commercially exploit any part of the Services unless otherwise explicitly authorized by us; (x) modify, make derivative works of, disassemble, decompile, or reverse engineer or otherwise attempt to obtain the source code of the Services (including Product Software) or any part of the same; (xi) access the Services in order to build a similar or competitive service ; (xii) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services; (xiii) run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure; (xiv) “crawl,” “scrape,” or “spider” any page of the Website by using manual or automated software, devices, or other processes. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
•Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. UMBO does not offer any specific uptime guarantee for the Services.
•Open Source. Certain items of software included with the Product Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, UMBO makes such Open Source Software, and our modifications to that Open Source Software, available by written request to us at the email at hello@umbocv.com.

Limitation of Services

•No Life-Safety or Critical Uses of the Services. You acknowledge and agree that the Products and Services, whether standing alone or when interfaced with third-party products or services are not certified for emergency response. We make no warranty or representation that use of the Products or Services with any third-party product or service will affect or increase any level of safety. YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM – UMBO WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, the customer care and support contacts provided by UMBO cannot be considered a lifesaving solution for people at risk, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
•Reliability of Notifications. You acknowledge that the Services are not intended to be always reliable and available. We cannot and do not guarantee that you will receive notifications in any given time or at all. The information provided to you through the Services regarding the Products in your premises is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON THE PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY – THEY ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. There is no way for UMBO to provide specific information relating to a situation in your premises or elsewhere. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.

WARRANTY; WARRANTY DISCLAIMER.

•Limited Warranty. If you have purchased a Product from UMBO, subject to your compliance with this Agreement, UMBO warrants to and only to you that the Product will be free from defects in materials and workmanship for one (1) year from the date of your purchase of the Product. This warranty does not cover damage outside UMBO’s control, including without limitation damage caused by misuse, accident, abuse, use other than as intended and described in the, terms and conditions of sale or other Product documentation, normal wear and tear, tampering, or service performed on the Product by a service provider not expressly authorized by UMBO. UMBO’s sole and exclusive liability (and your sole and exclusive remedy) under the foregoing warranty shall be to repair or replace the Product, as determined by UMBO in its sole discretion. If you believe UMBO has breached the foregoing warranty, please contact us at hello@umbocv.com. Again, your purchase of any Product may be further governed by the applicable terms and conditions or other documentations that accompany the sale or otherwise made available to you.
•Warranty Disclaimer. UMBO has no special relationship with or fiduciary duty to you. You acknowledge that UMBO has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release UMBO from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. UMBO makes no representations concerning any content contained in or accessed through the Services, and UMBO will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. UMBO makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN SECTION V.A, THE SERVICES, CONTENT, WEBSITE, PRODUCTS, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. IN NO EVENT SHALL UMBO OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND UMBO’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY. You will indemnify and hold UMBO, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

Fees and Payment

•Availability. All Products offered are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products, Paid Services (as defined below), and/or other services without prior notice.
•Paid Services. Certain aspects of the Services may be provided for a fee (“Paid Services”). You shall pay all applicable fees, as described on the website in connection with such Services selected by you. For example, your purchase of a Product may be subject to a one-time payment and your use of the Product Software may be subject to a monthly subscription fee. Please note that the price list does not include any shipping costs or other fees. UMBO reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Prices for the Products and Paid Services are subject to change at any time, but changes will not affect any order for Products you have already placed. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable. If you have purchased your Product from us, please refer to your Product documentation for warranty information, or contact us at hello@umbocv.com.
•Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
•Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
•Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD through your Account Settings.
•Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE through your Account Settings. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
•Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
•Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, which can be done by contacting customer support, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, please contact customer support. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
•Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
•Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at hello@umbocv.com.

Third Party Content. The Services may rely on or interoperate with third party products and services and the website may contain links to third party websites or services (“Third Party Content”) that are not owned or controlled by UMBO. Third Party Content may impact or be impacted by the use and reliability of our Services. When you access Third Party Contents, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Contents relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Contents. In addition, we will not and cannot monitor, verify, censor or edit the content of any Third Party Website. By using the Services, you expressly relieve and hold harmless UMBO from any and all liability arising from your use of any Third Party Website. Your interactions with organizations and/or individuals found on or through the Services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that UMBO shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that UMBO is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release UMBO, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

APPLE IOS APPLICATION TERMS

These Terms apply to your use of all the Services, including the iPhone, iPad Touch, and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

•Both you and UMBO acknowledge that the Terms are concluded between you and UMBO only, and not with Apple, and that Apple is not responsible for the Application or the Content;
•The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
•You will only use the Application in connection with an Apple device that you own or control;
•You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
•In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
•You acknowledge and agree that UMBO, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, UMBO, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
•You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
•Both you and UMBO acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
•Both you and UMBO acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
•In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

Termination of Account.

•Termination. You’re free to stop using the Services at any time, by contacting us at hello@umbocv.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. UMBO is also free to terminate (or suspend access to) your use of the Services or your Account, for any reason in our discretion, including your breach of these Terms. UMBO has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
•Effect of Termination. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of UMBO. If you have deleted your account by mistake, contact us immediately at hello@umbocv.com– we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
•Survival. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like UMBO, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here www.umbocv.com/copyright. To learn more about the DMCA, click here.

General

•Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without UMBO’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
•U.S. Government End Users. The Product Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Product Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
•Export Compliance. The Product Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Product Software and related technology, as may be required. You will indemnify and hold UMBO harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
•Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, UMBO shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND UMBO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
•Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the UMBO may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and UMBO agree that these Terms are the complete and exclusive statement of the mutual understanding between you and UMBO, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of UMBO, and you do not have any authority of any kind to bind UMBO in any respect whatsoever. Except as expressly set forth in the Section X, you and UMBO agree there are no third party beneficiaries intended under these Terms.