Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the Hectangle Incorporation d/b/a UmmaBee ( “UmmaBee” or “we”) consisting of the website available at www.UmmaBee.com (“Site”), the UmmaBee mobile application (“App”), and any other products or services provided by UmmaBee ( “Services ”).  

THESE TERMS OF USE (“TERMS”) MAY CHANGE FROM TIME TO TIME. WE WILL NOTIFY YOU OF ANY MATERIAL CHANGES TO THESE TERMS BY POSTING A NOTICE ON THE HOMEPAGE OF THE SITE AND APP FOR A REASONABLE PERIOD OF TIME AFTER SUCH CHANGES ARE MADE, EMAIL YOU NOTICE OF SUCH CHANGES TO THE EMAIL ADDRESS ON FILE THROUGH YOUR REGISTRATION AND BY CHANGING THE "LAST UPDATED" DATE AT THE TOP OF THIS WEBPAGE. WE ENCOURAGE YOU TO CHECK THIS PAGE PERIODICALLY FOR ANY CHANGES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. 

IN ADDITION, WHEN USING PARTICULAR SERVICES OR FEATURES, YOU SHALL BE SUBJECT TO ANY POSTED GUIDELINES OR POLICIES APPLICABLE TO SUCH SERVICES, FEATURES OR PURCHASES THAT MAY BE POSTED FROM TIME TO TIME. THE PRIVACY POLICY AND ALL SUCH GUIDELINES OR POLICIES ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE ANY OF THE SERVICES. 

1. ACCEPTANCE OF TERMS Your access to and use of the Services is subject exclusively to these Terms. You will not use the Services for any purpose that is unlawful or prohibited by these Terms. By using the Services, you are fully accepting the terms, conditions and disclaimers contained in these Terms. If you do not accept these Terms you must immediately stop using the Services.  

2. MINORS The Services are not available to children under 13 years of age or Users who have had their User account temporarily or permanently deactivated. In order to make a purchase or use a Coupon, a parent or guardian of at least 18 years of age must be present. By becoming a User, you represent and warrant that you are at least 13 years old and that you have the right, authority and capacity to enter into and abide by the Terms of this Terms. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. 

3. OWNERSHIP OF CONTENT Except for User Content (defined below), all coupons, offers, data, text, images, logos, photographs, advertisements, graphics, press releases, audio, video, documents, and other information and content available on or through the Services (“Content”), is the property of UmmaBee or its licensors.  The Content is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title and interest in and to the Content. 

4. PROMOTIONS AND CASHBACK COUPONS 

A. You agree to comply with the terms and conditions associated with any offers, coupons, coupon codes, and other promotions available on or through the Services. B. You may only redeem each printed coupon once. C. If you print coupons using any of our print technologies, you agree that we may install or store certain authentication and print control technologies on your devices. You agree not to interfere with or circumvent such technologies. D. You agree to comply with campaign and user limits and only print coupons for your own personal and noncommercial use. E. You agree not to sell, barter or transfer any coupon, or any electronic or hard copy of a coupon, to any third party. 

 The following terms apply to all coupons where you are eligible to earn cash back or other rewards specified by the advertiser (each, a “Reward”) by submitting in-store receipts (“Cash Back Coupons”): i. IF YOU DO NOT VERIFY YOUR PAYMENT ACCOUNT, YOU ARE NOT ELIGIBLE TO EARN ANY REWARDS, AND ALL REWARDS SHALL REMAIN THE SOLE PROPERTY OF UMMABEE. ii. Some Cash Back Coupons are store-specific and require that the product is purchased from a particular store listed in details of the offer. The purchase must be made at a brick-and-mortar store whose e-receipt or computerized receipts provide at least the following information: store name, date and time of purchase, total amount of receipt, and, for the product(s) that relate to the offer, the price paid and product name and description. iii. Cash Back Coupons may not be combined with other manufacturer or retailer coupons, discounts, or rebates for the same product. We will reject any Reward requests for products purchased using manufacturer or retailer coupons, discounts or rebates. iv. The receipts you submit must be for your own purchases, and you may not modify the receipt you receive from the applicable retailer in any way. You may not submit the same purchase receipt to obtain multiple Rewards. v. Unless otherwise stated in the offer terms, you must “clip,” or activate, the Cash Back Coupon prior to purchase, and submit your purchase receipt within twenty-four (24) hours from purchase. vi. We have sole discretion to determine whether you have complied with all applicable offer terms, including the Terms herein, and are eligible for a Reward. We reserve the right to request additional information in order to verify the identity of the purchaser or the validity of the proof of purchase (including, without limitation, a copy of the packaging of the product along with barcode and/or the original receipt). vii. Once we have determined that you are eligible for a Reward, we will distribute the Reward to you through PayPal, or other means we choose. We reserve the right to modify the available means for distributing Rewards. viii. You are solely responsible for any tax liability arising from your receipt of Rewards. ix. You may not submit a purchase receipt for a product that you have returned, or intend to return, to the applicable retailer. If you return or exchange any products after receiving a Reward therefor, you must notify UmmaBee via email at support@ummabee.com within twenty-four (24) hours after the return or exchange. In such an event, or in the event that we discover a return or exchange of which we were not notified, we may, in our sole discretion, either (a) request a return of the value of the relevant Reward; or (b) terminate the User Account. 

5. USER LICENSE 

The Services are owned and operated by UmmaBee. Unless otherwise indicated, all content, information, and other materials on the Services, including, without limitation, UmmaBee’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws. All Materials contained on the Services are the property of UmmaBee or its subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by UmmaBee, by agreeing to these Terms you are granted a limited, non-sublicensable license (i.e. a personal and limited right) to access and use the Services for your personal use or internal business use only. 

UmmaBee reserves all rights not expressly granted in these Terms. This license is subject to these Terms and does not permit you to engage in any of the following: (a) resale or commercial use of the Services or the Materials; (b) distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Services or the Materials, or any portion of them; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the Services, the Materials, or any information contained in them, except as expressly permitted on the Services; or (f) any use of the Services or the Materials except for their intended purposes. Any use of the Services or the Materials except as specifically authorized in these Terms, without the prior written permission of UmmaBee, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in these Terms, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication or other legal principles. UmmaBee can terminate this license at any time, without notice, including where we reasonably consider that: (a) your use of the Services violates these Terms or applicable law; (b) you fraudulently use or misuse the Services; or (c) we are unable to continue 

providing the Services to you due to technical or legitimate business reasons. 

6. USER ACCOUNTS Your Information is any information you provide, publish or post to or through the Services, including any profile information you provide (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Services and participate in the Services. Our collection and use of personal information in connection with the Services is as provided in UmmaBee’s Privacy Policy located at ________. You agree to provide and maintain accurate, current and complete information and that we and our Service Providers may rely on your Information as accurate, current and complete. To enable UmmaBee to use your Information for the purposes described in the Privacy Policy and these Terms, you grant to us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. UmmaBee does not assert any ownership over your Information; rather, as between you and UmmaBee, subject to the rights granted to us in these Terms, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information. 

7. COMMUNICATIONS SERVICES 

 I. USER CONTENT  

UmmaBee may permit registered users to post content on or through the Services, including comments, reviews, photos, videos, and other materials (“User Content”). You understand and agree that UmmaBee does not review User Content prior to posting and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to User Content. You acknowledge that you may see User Content on the Services that you find inaccurate, offensive, indecent, or objectionable; and you agree to, and hereby do, waive any legal or equitable claims, rights, or remedies you may have against UmmaBee arising from or relating to User Content. 

If you choose to post User Content, please be aware that your User Content and your public account profile (e.g., your name submitted through the registration process) will be available to the public. If you register with us via a third party account such as Facebook or Google, your UmmaBee profile may link to your public profile at that account as well. You should therefore only post User Content you are comfortable sharing under these Terms. 

You are solely responsible for your User Content and the consequences of posting your User Content to the Services. You represent and warrant that you own or have the necessary licenses, rights, consents, permissions, and releases to publish or perform User Content you post or submit and to grant UmmaBee the licenses and rights set forth in these Terms. 

You retain all rights in and to the User Content you post or submit to the Services. However, by posting or submitting User Content, you hereby grant UmmaBee a perpetual, nonexclusive, royalty-free, transferable, sublicensable, irrevocable, worldwide right and license to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, adapt, broadcast, communicate and otherwise use your User Content (including any copyright, trademark, publicity, or other proprietary rights therein and thereto) in whole or in part, for any purpose, including without limitation in connection with the Services and UmmaBee’s business, marketing or promotional purposes, and/or for syndicating User Content, promoting or redistributing part or all of the Services (and derivative works thereof) in any website, online application, mobile application, social media channel, or other medium now known or later developed. You also hereby grant UmmaBee a perpetual, nonexclusive, royalty-free, transferable, sublicenseable, irrevocable worldwide right and license to use your name, likeness, photograph, image, voice, content and statements in connection with your User Content and any derivative works thereof, including to promote or advertise the Services or the products and services of affiliates, advertisers and other third parties. This means, for example, that you permit a business or other entity to pay us to display your name and/or picture with your content or information, without any compensation to you. To the extent permitted by law, you hereby waive any moral rights you may have in or to your User Content. 

You agree that you are not entitled to any compensation if your User Content, including without limitation, your name, likeness, photograph or image is adjacent to or included with advertisements, promotions, coupons, offers or other information, or otherwise used to promote the products and Services of UmmaBee or any other company or product that is addressed in your User Content. 

I. ACCEPTABLE USES As a condition of use, you promise not to use the Services, specifically the user to user message, product review, message board and content creation features (“Communication Services”), for any purpose that is unlawful or prohibited by these Terms, or any other purpose not intended by UmmaBee. Including the following, but not limited to, you agree not to use the Services or the Communication Services for any of the following purposes: 

 1) To abuse, harass, threaten, impersonate or intimidate any person; 2) To violate these Terms; 3) To circumvent the Services as provided by UmmaBee or receive UmmaBee trade secret or other confidential information; 4) To breach any other agreements you enter into with third parties; 5) To post or transmit, or cause to be posted or transmitted, any visual content or communications that are libelous, defamatory, obscene, pornographic, abusive, offensive, profane or that infringes any copyright or other right of any person; 6) For any purpose that is not permitted under the laws of the jurisdiction where you are accessing the Services; 7) To post or transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account or private information from any other user on the Services; 8) To create or transmit unwanted ‘spam’ to any person or any URL; 9) To post copyrighted content that does not belong to you;  10) You agree not to use any robot, spider, scraper or other automated means to access or use the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures we may use to prevent or restrict Services access; 11) To advertise to, or solicit, any user to buy or sell any third-party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; or 12) To advocate encourage, or assist any third-party in doing any of the foregoing 

UmmaBee takes no responsibility and assumes no liability for anything posted through the Communication Services or posted by the merchants, or for any loss or damage resulting therefrom, nor is UmmaBee liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter when using the Services. Your use of the Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. To report a suspected abuse of the Services or a breach of the Terms please send written notice to UmmaBee by email to: support@ummabee.com. You are solely responsible for your interactions with other users and merchants of the Services. UmmaBee has no obligation to monitor disputes between you and other users. 

III. USE OF COMMUNICATION SERVICES 

UmmaBee has no obligation to monitor the Communication Services. However, UmmaBee reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. UmmaBee reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. UmmaBee reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in UmmaBee'S sole discretion. 

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. UmmaBee does not control or endorse the content, messages or information found in any Communication Service and, therefore, UmmaBee specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Users are not authorized UmmaBee spokespersons, and their views do not necessarily reflect those of UmmaBee. Coupons and offers or other materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials. 

IV. NOTICE AND TAKEDOWN. 

If you believe your copyright-protected work was posted on UmmaBee without authorization, you may submit a copyright infringement notification. These requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. The fastest and easiest way to notify UmmaBee of alleged copyright infringement is via e-mail at: suppor@ummabee.com. 

DMCA Notice 

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our us with the following information in writing (see 17 U.S.C 512(c)(3) for further details): 

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests • A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address or item number) of the location where the copyrighted work exists or a copy of the copyrighted work • Identification of the URL or other specific location on the Service where the material that you claim is infringing is located • Your address, telephone number, and email address • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law 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. INTELLECTUAL PROPERTY All intellectual property rights in the Services shall be owned by UmmaBee absolutely and in their entirety. Except for User Content, all coupons, offers, data, text, images, logos, photographs, advertisements, graphics, press releases, audio, video, documents, and other information and content available on or through the Services (“Content”), is the property of UmmaBee or its licensors. All other trademarks, logos, service marks, company or product names set forth in the Services are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of UmmaBee. UmmaBee shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. 

UmmaBee and other UmmaBee logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of UmmaBee in the United States and/or other countries (collectively, the “UmmaBee Marks”). You acknowledge that UmmaBee is the owner and licensor of the UmmaBee Marks. 

You agree that you will not: (1) create any materials that use the UmmaBee Marks or any derivatives of the UmmaBee Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by UmmaBee in writing; (2) use the UmmaBee Marks in any way that tends to impair their validity as proprietary 

trademarks, service marks, trade names or trade dress, or use the UmmaBee Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair UmmaBee’s rights as owner of the UmmaBee Marks or the legality and/or enforceability of the UmmaBee Marks, including, challenging or opposing UmmaBee’s ownership in the UmmaBee Marks; (4) apply for trademark registration or renewal of trademark registration of any of the UmmaBee Marks, any derivative of the UmmaBee Marks, any combination of the UmmaBee Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the UmmaBee Marks; (5) use the UmmaBee Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. 

9. DISCLAIMERS AND LIMITATION OF LIABILITY 

 The following disclaimers are made on behalf of UmmaBee, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. 

All Content, including without limitation, any advice, recommendation or opinion, offer or coupon, or information about grocery or other product, service, retailer, recipe, drug, and health is provided on or through the Services for informational purposes only, and should not be construed to indicate that any such Content is endorsed by UmmaBee, nor is there any representation or warranty by UmmaBee that the Content is reliable, accurate, timely, complete, effective, or safe for your use. Always consult your medical professional regarding any health or medical condition and before using any medical product or any over-the-counter drug. YOU ACKNOWLEDGE THAT RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. 

THE SERVICES AND ALL CONTENT ON OR AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UMMABEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, UMMABEE MAKES NO WARRANTY THAT: (A) THE SERVICES, WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, TIMELY, OR RELIABLE; OR (D) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY THIRD PARTY SITE. UMMABEE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR ANY THIRD PARTY SITE. 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UMMABEE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. UMMABEE SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR AVAILABILITY OF ANY INFORMATION TRANSMITTED OR MADE AVAILABLE THROUGH THE SERVICES, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY MEDICAL, TRADING, INVESTMENT OR OTHER DECISIONS BASED ON SUCH INFORMATION. 

IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES. 

IN NO EVENT WILL UMMABEE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, 

EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “UMMABEE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES MAY BE USED BY YOU TO RECEIVE DISCOUNT COUPONS, GOODS OR OTHER SERVICES WITH THIRD PARTY MERCHANTS, BUT YOU AGREE THAT UMMABEE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY COUPONS, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY MERCHANTS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 

 10. INDEMNITY You will defend, indemnify, and hold UmmaBee including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Services and participation in the Services, including: (1) your breach of these Terms or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Services or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. 

 11. LINKS TO THIRD PARTY WEBSITES The Services may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites. 

12. OPTIONAL TOOLS 

 We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools, “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Site or App, or as a function of the Service, is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the App or Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms. 

Additionally, UmmaBee may provide other third-party content on the Services (collectively the “Third-Party Content”). UmmaBee does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third Party Content, update, or monitor it. Therefore, we are not responsible for any Third-Party Content on the Services. 

13. CAN-SPAM ACT 

The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations. 

To be in accordance with CANSPAM we agree to the following: 

• NOT use false, or misleading subjects or email addresses • Identify the message as an advertisement in some reasonable way • Include the physical address of our business or site headquarters • Monitor third party email marketing services for compliance, if one is used. • Honor opt-out/unsubscribe requests quickly • Allow users to unsubscribe by using the link at the bottom of each email 

14. TERMINATION 

A. UmmaBee Termination 

To the fullest extent permitted by applicable law, UmmaBee reserves the right, without notice and in our sole discretion, to terminate your license to use the Services and to block or prevent your future access to and use of the Services, including where we reasonably consider that: (a) your use of the Services violates these Terms or applicable law; (b) you fraudulently use or misuse the Services; or (c) we are unable to continue providing the Services to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) any policy or practice of UmmaBee in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate your account and to discontinue use of any and all parts of the Services. 

B. User Termination. 

You may deactivate or remove your account at any time for any reason by or by emailing us at support@UmmaBee.com. Please allow up to ten (10) days for UmmaBee to deactivate and remove your account.  

 15. FORCE MAJEURE Neither party shall be liable to the other for any failure to perform any obligation under any Terms which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavors to comply with the Terms of any agreement contained herein. 

16. WAIVER 

Failure of either Party to insist upon strict performance of any provision of this or any Terms or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Terms. No waiver of any of the provisions of this or any Terms shall be effective unless it is expressly stated to be such and signed by both Parties. 17. SEVERANCE 

If any of these Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms shall survive 

and remain in full force and effect and continue to be binding and enforceable. 

18. GOVERNING LAW AND JURISDICTION 

 These Terms, the Privacy Policy and any separate agreements whereby we provide you services shall be governed by the laws of the State of California. The parties agree exclusive jurisdiction shall be in Santa Clara County, California for any and all issues arising out of the Terms or any related documents or transactions. 

19. ASSIGNMENT 

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UmmaBee without restriction. Any assignment attempted to be made in violation of these Terms shall be void. 

20. ENTIRE AGREEMENT 

The Terms, together the Privacy Policy, is the entire agreement between you and UmmaBee relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to these Terms made by UmmaBee as set forth above. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. 

21. AGREEMENT SHALL BE BINDING 

These Terms shall be binding upon, and inure to the benefit of, the heirs, executors, administrators, successors and assigns of the parties [unless to the contrary specifically provided in any particular covenant, term or condition hereof]. 

19.  ARBITRATION AGREEMENT 

In the event of any dispute or controversy arising out of, or relating to, this Terms, the parties hereto agree to use best efforts to resolve the dispute within the UmmaBee platform. In the event internal mediation is unsuccessful, each such dispute or controversy will be resolved with arbitration in accordance with the California Code of Civil Procedure Sections 1280 et seq.  The sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by the J.A.M.S. Santa Clara County, California office, or any successor entity, or if it no longer exists, from a List supplied by the American Arbitration Association (“JAMS”) following written request by any party hereto.  If the parties hereto after notification of the other party(ies) to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then either party may request, in writing, that JAMS appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”).  The arbitration shall take place in Santa Clara County, California, at a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator.  The parties hereto agree that all actions or proceedings arising in connection with this Terms shall be arbitrated exclusively in Santa Clara County, California.  The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Terms in any jurisdiction other than that specified in this Section.  Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Terms.  Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Terms.  The decision of the Arbitrator shall be final and binding on all the parties to the arbitration and may be enforced by a court of competent jurisdiction.  In addition to attorney's fees as provided in this Terms, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable costs and expenses.  The costs and fees of the arbitration shall be paid by the non-prevailing party.  The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance.  Prior to the appointment of the Arbitrator, any party may seek temporary equitable or injunctive relief from the Santa Clara County Superior Court which shall be effective until a final decision is rendered by the Arbitrator. 

 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and UmmaBee in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND UmmaBee WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. 

 Waiver of Class or Consolidated Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 

Hectangle Corporation Terms of Use last updated 18th of March, 2020