TERMS OF SERVICE

 

1. Formation - umApp Terms of Service

 

These Terms of Service (hereinafter “Terms”) govern your and by you authorized users' use of the umApp digital solution and all services connected to it, including, but not limited to, all material that is available through the umApp digital solution, website (https://umapp.com), and all integrations (collectively, the “umApp Services”) provided by DXspark Moongy S.A.

When we say “you” or “your”, umApp is referring to the authorized individual who, on behalf of an organization, subscribed and owns an account with one or more of umApp Services.

 

2. Acceptance of Terms

You must accept these Terms in order to use umApp Services. These Terms are between you and DXspark Moongy S.A. (hereinafter “umApp”), with registered address at Rua Sousa Martins, nº 10 1050-217 Lisboa, company number PT507431073, registered at the Commercial Registry Office of Lisbon, with share capital of 300,000.00€.

You represent that you have the authority to bind the organization on behalf of whom you are acting to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use the umApp Services. You acknowledge that these Terms are a contract between you and umApp, even though it is electronic and is not physically signed by you and umApp, and it governs your use of the umApp Services.

 

 

 

3. Access to the umApp Services

You will need to create an account to use umApp Services. Your organization username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Support team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

 

You will receive a password and account designation upon completing the umApp Services registration procedure. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify umApp Services of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session.

 

umApp may at its sole discretion modify the functionalities of the umApp Services from time to time without prior notice. umApp reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the umApp Services (or any part thereof) with or without notice. You agree that umApp shall not be liable to you or to any third party for any modification, suspension or discontinuance of the umApp Services.

 

4. umApp Services Options

umApp provides multiple umApp Service options. While all of them require a paid subscription, umApp may also offer special promotional subscription plans or even free plans.

umApp undertakes to explain which services are available to you upon your request of contact for subscription of the umApp Services.

umApp may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions and policies provided to you by the applicable third party. umApp does not guarantee that Third-Party Applications and Devices will be compatible with the umApp  Services.

 

5. Billing

In order to use umApp Services, you will need a paid subscription (“Subscription Fee”) in the amount and for the duration that you have entered and agreed to upon your request of contact for subscription of the umApp Services.

 

The Subscription Fee correspondent to the first subscription period (monthly) shall be paid on the effective Date of subscription. The Subscription Fee for all subsequent subscription periods of the term of these Terms shall be paid to umApp on the first day of each subsequent subscription period, pursuant to the paragraph below.

 

You shall (a) provide a valid credit card payment method which is duly authorised for automatic bill paying, or other acceptable method of payment to umApp; and (b) take all necessary steps to authorize payment of the Subscription fee. By agreeing to these Terms, you hereby authorize umApp to automatically charge said method of payment for all subscription periods during the term of these Terms. If, for any reason, automatic payment shall be denied, umApp will contact you so that You can provide a new method of payment within Thirty (30) days from the said contact.

 

Alternatively, you may pay by means of bank transfer. If, for any reason umApp fails to receive the Subscription fee paid by means of bank transfer, umApp will contact you so that you can provide a new method of payment within sixty (60) days from that contact.

 

Subscription Fees include applicable taxes.

 

umApp may from time to time change the price for the Subscription Fee, and will communicate any price changes to you in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use the umApp Services after the price change takes effect, you will have accepted the new price. If You do not agree to a price change, you can reject the change by cancelling your subscription as provided in Section 6 of these Terms.

 

6. Renewal and Cancellation

Your Subscription Fee will automatically renew at the end of the applicable subscription period.

 

You may cancel your subscription before the end of the then-current subscription period. Please use the following email address to cancel your subscription: hello@dxspark.com. The cancellation will take effect the day after the last day of the subscription period. All of your Data will be immediately inaccessible from the that day. Within 30 days, all this Data will be permanently deleted from all backups and logs. This Data cannot be recovered once it has been permanently deleted.

 

7. Suspension and Termination of umApp Services

These Terms will continue to apply to you until terminated by either you or umApp.

 

umApp may terminate these Terms or suspend your access to the umApp Services at any time if umApp believes you have breached any of these Terms.

 

UmApp may terminate these Terms also if it stops providing the umApp Services or any material component thereof on reasonable notice to you, or as umApp believes necessary to comply with applicable law. If you or umApp terminates these Terms, or if UmApp suspends your access to the umApp, you agree that umApp shall, subject to applicable laws, have no liability or responsibility to you, and (except as expressly provided in these Terms) umApp will not refund any amounts that have been already paid.

 

Section 7, as well as Sections 2, 3, 4, 5, 6, 7, 8, 9, 11 and 12 must remain in effect even after termination of these Terms, and shall survive termination.

 

8. Intellectual Property Rights

8.1 umApp Proprietary Rights

Subject to your compliance with these Terms (including any other applicable terms and conditions), umApp grants you a limited, non-exclusive, non permission to make use of the umApp digital solutions (“permission”).

 

Your use of the umApp Services and functionalities above must be in compliance with these Terms and in compliance with all applicable local and national law, rules and regulations. This permission shall remain in effect unless and until terminated by you or umApp. You agree that you will not redistribute or transfer the umApp Services.

 

Without limitations on other restrictions, limitations and prohibitions that umApp imposes (in these Terms or elsewhere), you agree not to directly or indirectly (a) copy, modify, reproduce, translate, localise, port or otherwise create derivatives of any part of the umApp Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the umApp Services; (c) rent, lease, resell, distribute, use the umApp Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorised manner; (d) remove or alter any proprietary notices on the umApp Services; or (e) engage in any activity that interferes with or disrupts the umApp Services.

 

You agree that all umApp Services provided to you (including, without limitation) may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. umApp may own the website or portions of the umApp Services may be made available to umApp through arrangements with third parties. Materials included in umApp Services or made available through the Services is the exclusive property of umApp and is protected by copyright laws. You agree to use umApp Services only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation.

 

8.2 Your Content and Data

umApp claims no intellectual property rights over the data and materials you provide and insert upon using umApp Services.

 

“Data” means any data and content you upload, post, transmit or otherwise made available via the umApp Services, including files you upload, comments you make on files, profile information and anything else you enter or upload into the UmApp Service. UmApp will make commercially reasonable efforts to ensure that all facilities used to store and process your Data meet a high standard for security. For more information on our current practices and policies regarding data privacy, security and confidentiality, please see privacy policy.

 

In order for us to provide services to you, UmApp requires that you grant us certain rights with respect to your Data. For example, UmApp needs to be able to transmit, store and copy your Data in order to display it to you, to index it so you are able to search it, to make backups to prevent data loss, etc. Your acceptance of these Terms gives UmApp the permission to do so and grants UmApp any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission allowing UmApp to use third-party service providers (for example Microsoft Azure) in the operation and administration of the Service and the rights granted to UmApp are extended to these third parties to the degree necessary in order for the Service to be provided. Depending on the service, this may involve moving your data across jurisdictional lines, or across country borders. UmApp will not share, disclose, sell, lease, modify, delete or distribute any Data provided by you in any manner.

 

9. Disclaimer of Warranties; Limitation of Liability; Indemnification

Disclaimer. Neither any opinion, advice or statement of UmApp or affiliates, licensors, suppliers, agents or visitors, whether made on UmApp Services or otherwise nor the results of any operation of the UmApp Services by you constitute representations or warranties of us or give rise to any rights of reliance or otherwise for the benefit of you or any third party. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the UmApp Services provided for the reconstruction of any lost data. UmApp does not assume any responsibility or risk for your use of UmApp Services and the internet. Any and all services provided by UmApp to you are provided “As is”, without warranty of any kind.

 

UmApp disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality and non-infringement and all warranties that may arise from course of dealing, course of performance or usage of trade. UmApp and our affiliates, licensors, suppliers, and agents do not warrant that your use of UmApp Services will be uninterrupted, error-free or secure, that defects will be corrected or that UmApp Services, the server(s) on which UmApp Services are hosted or UmApp materials, are free of viruses or other harmful components. Without limiting the generality of the foregoing, UmApp hereby disclaims any and all liability for any damage to or other impact on your equipment, hardware, software, data or other information or materials, whether or not caused by or related to (either directly or indirectly) your use of the UmApp Services, including but not limited to claims relating to faulty, malfunctioning or inoperable service.

 

Limitation of liability. In no event will UmApp nor any of UmApp affiliates, licensors suppliers or agents, nor UmApp or their directors, officers, employees, consultants, agents or other representatives (“Indemnified parties”), be liable for any indirect, incidental, special, consequential or punitive damages or damages for loss of profits, revenue, business, savings, data, use or cost of substitute procurement, incurred by you or any third party, whether in an action in contract, tort (including negligence) or otherwise, even if UmApp has been advised of the possibility of such damages or if such damages are foreseeable. Your sole remedy for dissatisfaction with UmApp Services is to stop using them. The sole and exclusive maximum liability of all indemnified parties collectively for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the total amount paid by you to use our UmApp Services. Your use of UmApp Services is entirely at your own risk. You acknowledge that the limitations of liability in these Terms and the allocation of risk herein are an essential element of the bargain between you and UmApp, without which UmApp would not have provided the service. Our pricing reflects this allocation of risk and the limitation of liability specified herein.

 

Applicable law may not allow the exclusion and limitation of the above warranties, namely with regard to (a) tort liability for damages you or any third party may suffer; (b) in contract liability in case of intent or serious misconduct; (c) liability for death, moral, personal and health injury. Hence, the above exclusions and limitations may not apply to you.

 

Indemnification. To the extent allowed by applicable law, you agree to indemnify and hold UmApp harmless from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable attorney fees and costs) suffered or incurred by UmApp arising out of or related to: (1) your breach of any of these Terms; (2) any Data you provide and insert upon using UmApp Services; (3) any activity in which you engage on or through UmApp Services; and (4) your violation of any law or the rights of a third party.

 

10. Privacy

When you use UmApp Services, you are entrusting us with your Data. You acknowledge and agree that UmApp processes your Data as described in UmApp’s Privacy Policy and for no other purpose.

 

As provided above in these TERMS, UmApp uses third party hosting partners to provide the necessary storage, software applications and services management tools. You can see a list of all subprocessors who handle personal data on behalf of UmApp in UmApp’s Privacy Policy.

 

These Terms incorporate the UmApp Data Processing Addendum.

 

11. Governing Law, Mandatory Arbitration

These Terms are governed by the laws of Portugal. All disputes and conflicts arising out of or in connection with these Terms, including matters related to its interpretation, execution, validity and/or termination, are to be settled finally by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, Paris (“Rules”) by three arbitrators appointed in accordance with the Rules.

 

The seat of the arbitration will be in Lisbon, Portugal. Portuguese procedural law will apply where the Rules are silent. The language of the arbitration will be English.

 

12. General

12.1 Changes

UmApp may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to UmApp Services, and to account for new functionalities. The most current version will always be posted on the UmApp website. If an amendment is material, as determined in UmApp’s sole discretion, UmApp will notify you by email. Notice of amendments may also be posted upon your login to your account. Except as otherwise specified by UmApp, changes will be effective no sooner than the day they are publicly posted. If you do not want to agree to any changes made to the terms for a UmApp Service, you should stop using that UmApp Service, because (unless otherwise stated in law) by continuing to use the UmApp Services you indicate your agreement to be bound by the updated Terms.

 

12.2 Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and UmApp, these Terms constitute all the terms and conditions agreed upon between you and UmApp and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

 

As noted above, other terms and conditions governing the use of UmApp Services are incorporated herein by reference, including UmApp Privacy Policy and Data Processing Addendum.

 

12.3 Assignment

You acknowledge and consent that DXSPARK is entitled to transfer this relationship to any entity directly or indirectly belonging to DXSPARK (the DXSPARK group companies and subsidiaries). In the event that DXSPARK or any DXSPARK group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring or liquidation, DXSPARK may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates. Prior to the said transfer or assignment of this contractual relationship, DXSPARK will notify you.

 

BEE ENGINEERING, S.A.

ADENTIS, S.A.

 

13. Contact Us

If you have any questions regarding these Terms or if you wish to discuss the umApp Services and Terms contained herein, please contact us using the contact details on our page.