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Terms of Use

Terms of Use

You’re agreeing to the terms for Umonics .

1. Relationship with Umonics

Terms of Use 

You’re agreeing to the terms for Umonics. 

  1. Relationship with Umonics 
  1. Your use of Umonics products, software, services and web sites, (referred to collectively as the “Services” in this document and excluding any services provided to you by Umonics under a separate written agreement) is subject to the terms of a legal agreement between you and Umonics “Umonics” means The Umonics Method Ltd., whose principal place of business is at 7 Temasek Boulevard #12-07, Suntec Tower One, Singapore 038987. This document explains how the agreement is made up and sets out some of the terms of that agreement. 
  1. Unless otherwise agreed in writing with Umonics, your agreement with Umonics will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”. 
  1. Your agreement with Umonics will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. 
  1. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Umonics in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”. 
  1. If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service. 
  1. Accepting the Terms 
  1. To use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. 
  1. You can accept the Terms by: 
  1. clicking to accept or agree to the Terms, where this option is made available to you by Umonics in the user interface for any Service; or 
  1. by using the Services. In this case, you understand and agree that Umonics will treat your use of the Services as acceptance of the Terms from that point onwards. 
  1. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Umonics, or (b) you are a person barred from receiving the Services under the laws of Singapore or other countries including the country in which you are resident or from which you use the Services. 
  1. Before you continue, you should print or save a local copy of the Universal Terms for your records. 
  1. Provision of the Services by Umonics 
  1. Umonics has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Umonics itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you. 
  1. Umonics is constantly innovating to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Umonics provides may change from time to time without prior notice to you. 
  1. As part of this continuing innovation, you acknowledge and agree that Umonics may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Umonics’ sole discretion, without prior notice to you. 
  1. You acknowledge and agree that if Umonics disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. 
  1. Use of the Services by you 
  1. To access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Umonics will always be accurate, correct and up to date. 
  1. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Singapore or other relevant countries). 
  1. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Umonics, unless you have been specifically allowed to do so in a separate agreement with Umonics. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. 
  1. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 
  1. Unless you have been specifically permitted to do so in a separate agreement with Umonics, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose. 
  1. You agree that you are solely responsible for (and that Umonics has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Umonics may suffer) of any such breach. 
  1. Your passwords and account security 
  1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. 
  1. Accordingly, you agree that you will be solely responsible to Umonics for all activities that occur under your account. 
  1. If you become aware of any unauthorized use of your password or of your account, you agree to notify Umonics immediately. 
  1. Privacy and your personal information 
  1. For information about Umonics data protection practices, please read Umonics’ privacy policy. This policy explains how Umonics treats your personal information, and protects your privacy, when you use the Services. 
  1. You agree to the use of your data in accordance with Umonics’ privacy policies. 
  1. Content in the Services 
  1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”. 
  1. You should be aware that Content presented to you as part of the Services are owned by Umonics and its content partners. You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Umonics or by the owners of that Content, in a separate agreement. 
  1. Umonics reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service. For some of the Services, Umonics may provide tools to filter out explicit sexual content. These tools include the Safe Search preference settings. In addition, there are commercially available services and software to limit access to material that you may find objectionable. 
  1. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk. 
  1. You agree that you are solely responsible for (and that Umonics has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Umonics may suffer) by doing so. 
  1. Disclaimer Regarding Audio / Video Recording 
  1. When you participate, you will be participating in an event where photography, video and audio recording may occur. 
  1. By participating, you consent to, photography, audio recording, video recording and its/their release, publication, exhibition, or reproduction to be used for news, web casts, promotional purposes, telecasts, advertising, inclusion on web sites, or for any other purpose(s) that Umonics deems fit to use. You release Umonics, its officers and employees, and each and all persons involved from any liability connected with the taking, recording, digitizing, or publication of interviews, photographs, computer images, video and/or or sound recordings. 
  1. By entering, you waive all rights you may have to any claims for payment or royalties in connection with any exhibition, streaming, webcasting, televising, or other publication of these materials, regardless of the purpose or sponsoring of such exhibiting, broadcasting, webcasting, or other publication irrespective of whether a fee for admission or sponsorship is charged. You also waive any right to inspect or approve any photo, video, or audio recording taken by Umonics. 
  1. In addition, the event will be monitored for unauthorized recording. By attending the Umonics classes, you agree not to record or digitize any parts of the classes without consent. If you attempt to use a recording device, you agree that Umonics has the right to terminate their relationship and claim for any losses or suffering caused. 
  1. You have been fully informed of your consent, waiver of liability, and release before participating in the Umonics Classes. 
  1. Proprietary rights 
  1. You acknowledge and agree that Umonics (or Umonics’ licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Umonics and that you shall not disclose such information without Umonics’ prior written consent. 
  1. Unless you have agreed otherwise in writing with Umonics, nothing in the Terms gives you a right to use any of Umonics’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. 
  1. If you have been given an explicit right to use any of these brand features in a separate written agreement with Umonics, then you agree that your use of such features shall follow that agreement, any applicable provisions of the Terms, and Umonics’ brand feature use guidelines as updated from time to time. 
  1. Other than the limited license set forth in Section 10, Umonics acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Umonics, you agree that you are responsible for protecting and enforcing those rights and that Umonics has no obligation to do so on your behalf. 
  1. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services. 
  1. Unless you have been expressly authorized to do so in writing by Umonics, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos. 
  1. License from Umonics 
  1. Umonics gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Umonics as part of the Services as provided to you by Umonics (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Umonics, in the manner permitted by the Terms. 
  1. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Umonics, in writing. 
  1. Unless Umonics has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. 
  1. Content license from you 
  1. You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through, the Services. By submitting, posting, or displaying the content you give Umonics a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Umonics to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services. 
  1. You agree that this license includes a right for Umonics to make such Content available to other companies, organizations, or individuals with whom Umonics has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. 
  1. You understand that Umonics, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Umonics to take these actions. 
  1. You confirm and warrant to Umonics that you have all the rights, power, and authority necessary to grant the above license. 
  1. Software updates 
  1. The Software which you use may automatically download and install updates from time to time from Umonics. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.  
  1. You agree to receive such updates (and permit Umonics to deliver these to you) as part of your use of the Services. 
  1. Ending your relationship with Umonics 
  1. The Terms will continue to apply until terminated by either you or Umonics as set out below. 
  1. If you want to terminate your legal agreement with Umonics, you may do so by (a) notifying Umonics at any time and (b) closing your accounts for all the Services which you use, where Umonics has made this option available to you. Your notice should be sent, in writing, to Umonics address which is set out at the beginning of these Terms. 
  1. Umonics reached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or 
  1. Umonics is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or 
  1. the partner with whom Umonics offered the Services to you has terminated its relationship with Umonics or ceased to offer the Services to you; or 
  1. Umonics is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or 
  1. the provision of the Services to you by Umonics is, in Umonics’ opinion, no longer commercially viable. 
  1. Nothing in this Section shall affect Umonics’ rights regarding provision of Services under Section 3 of the Terms. 
  1. When these Terms come to an end, all the legal rights, obligations, and liabilities that you and Umonics have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 12.6 shall continue to apply to such rights, obligations and liabilities indefinitely. 
  1. Exclusion of Warranties 
  1. Nothing in these terms, including sections 13 and 14, shall exclude or limit Umonics’ warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law. 
  1. You expressly understand and agree that your use of the services is at your sole risk and that the services are provided “as is” and “as available.” 
  1. Umonics, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: 
  1. your use of the services will meet your requirements, 
  1. your use of the services will be uninterrupted, timely, secure, or free from error, 
  1. any information obtained by you because of your use of the services will be accurate or reliable, and 
  1. that defects in the operation or functionality of any software provided to you as part of the services will be corrected. 
  1. Any material downloaded or otherwise obtained using the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. 
  1. No advice or information, whether oral or written, obtained by you from Umonics or through or from the services shall create any warranty not expressly stated in the terms. 
  1. Umonics further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. 
  1. Limitation of liability 
  1. Subject to overall provision in paragraph 13.1 above, you expressly understand and agree that Umonics, its subsidiaries and affiliates, and its licensors shall not be liable to you for: 
  1. Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss 
  1. Any loss or damage which may be incurred by you, including but not limited to loss or damage because of: 
  1. Any reliance placed by you on the completeness, accuracy, or existence of any advertising, or because of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services. 
  1. Any changes which Umonics may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services); 
  1. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services. 
  1. Your failure to provide Umonics with accurate account information. 
  1. Your failure to keep your password or account details secure and confidential. 
  1. The limitations on Umonics’ liability to you in paragraph 14.1 above shall apply whether Umonics has been advised of or should have been aware of the possibility of any such losses arising. 
  1. Copyright and Trademark Policies 
  1. It is Umonics’ policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminating the accounts of repeat infringers. 
  1. Other content 
  1. The Services may include hyperlinks to other web sites or content or resources. Umonics may have no control over any web sites or resources which are provided by companies or persons other than Umonics. 
  1. You acknowledge and agree that Umonics is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources. 
  1. You acknowledge and agree that Umonics is not liable for any loss or damage which may be incurred by you because of the availability of those external sites or resources, or because of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources. 
  1. Changes to the Terms 
  1. Umonics may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Umonics will make a new copy of the Universal Terms, and any new Additional Terms will be made available to you from within, or through, the affected Services. 
  1. You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Umonics will treat your use as acceptance of the updated Universal Terms or Additional Terms. 
  1. General legal terms 
  1. Sometimes when you use the Services, you may (because of, or through your use of the Services) use a service or download a piece of content, or purchase goods, which are provided by another person or company. Your use of these other services, content or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals. 
  1. The Terms constitute the whole legal agreement between you and Umonics and govern your use of the Services (but excluding any services which Umonics may provide to you under a separate written agreement), and completely replace any prior agreements between you and Umonics in relation to the Services. 
  1. You agree that Umonics may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. 
  1. You agree that if Umonics does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Umonics has the benefit of under any applicable law), this will not be taken to be a formal waiver of Umonics’ rights and that those rights or remedies will still be available to Umonics. 
  1. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. 
  1. You acknowledge and agree that each member of the group of companies of which Umonics is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms. 
  1. The Terms, and your relationship with Umonics under the Terms, shall be governed by the laws of Singapore without regard to its conflict of law’s provisions. You and Umonics agree to submit to the exclusive jurisdiction of the courts located within Singapore, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Umonics shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. 

2. Accepting the Terms

  1. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
  2. You can accept the Terms by:
    (A) clicking to accept or agree to the Terms, where this option is made available to you by  Umonics in the user interface for any Service; or
    (B) by actually using the Services. In this case, you understand and agree that Umonics will treat your use of the Services as acceptance of the Terms from that point onwards.
  3. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Umonics, or (b) you are a person barred from receiving the Services under the laws of Singapore or other countries including the country in which you are resident or from which you use the Services.
  4. Before you continue, you should print or save a local copy of the Universal Terms for your records.

3. Provision of the Services by Umonics

3.1 Umonics has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Umonics itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.2 Umonics is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Umonics provides may change from time to time without prior notice to you.

3.3 As part of this continuing innovation, you acknowledge and agree that Umonics may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Umonics’ sole discretion, without prior notice to you.

3.4 You acknowledge and agree that if Umonics disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4. Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Umonics will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Singapore or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Umonics, unless you have been specifically allowed to do so in a separate agreement with Umonics. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with Umonics, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that Umonics has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Umonics may suffer) of any such breach.

5. Your passwords and account security

5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

5.2 Accordingly, you agree that you will be solely responsible to Umonics for all activities that occur under your account.

5.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Umonics immediately.

6. Privacy and your personal information

6.1 For information about Umonics data protection practices, please read Umonics’ privacy policy. This policy explains how Umonics treats your personal information, and protects your privacy, when you use the Services.

6.2 You agree to the use of your data in accordance with Umonics’ privacy policies.

7. Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

7.2 You should be aware that Content presented to you as part of the Services are owned by Umonics and its content partners. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Umonics or by the owners of that Content, in a separate agreement.

7.3 Umonics reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, Umonics may provide tools to filter out explicit sexual content. These tools include the SafeSearch preference settings. In addition, there are commercially available services and software to limit access to material that you may find objectionable.

7.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

7.5 You agree that you are solely responsible for (and that Umonics has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Umonics may suffer) by doing so.

8. Proprietary rights

8.1 You acknowledge and agree that Umonics (or Umonics’ licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Umonics and that you shall not disclose such information without Umonics’ prior written consent.

8.2 Unless you have agreed otherwise in writing with Umonics, nothing in the Terms gives you a right to use any of Umonics’ trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Umonics, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Umonics’ brand feature use guidelines as updated from time to time.

8.4 Other than the limited license set forth in Section 10, Umonics acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Umonics, you agree that you are responsible for protecting and enforcing those rights and that Umonics has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorized to do so in writing by Umonics, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. Licence from Umonics

9.1 Umonics gives you a personal, worldwide, non-assignable and non-exclusive licence to use the software provided to you by Umonics as part of the Services as provided to you by Umonics (referred to as the “Software” below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Umonics, in the manner permitted by the Terms.

9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Umonics, in writing.

9.3 Unless Umonics has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Content licence from you

10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Umonics a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling Umonics to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.

10.2 You agree that this licence includes a right for Umonics to make such Content available to other companies, organizations or individuals with whom Umonics has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

10.3 You understand that Umonics, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Umonics to take these actions.

10.4 You confirm and warrant to Umonics that you have all the rights, power and authority necessary to grant the above licence.

11. Software updates

11.1 The Software which you use may automatically download and install updates from time to time from Umonics. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Umonics to deliver these to you) as part of your use of the Services.

12. Ending your relationship with Umonics

12.1 The Terms will continue to apply until terminated by either you or Umonics as set out below.

12.2 If you want to terminate your legal agreement with Umonics, you may do so by (a) notifying Umonics at any time and (b) closing your accounts for all of the Services which you use, where Umonics has made this option available to you. Your notice should be sent, in writing, to Umonics address which is set out at the beginning of these Terms.

12.3 Umonics reached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Umonics is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Umonics offered the Services to you has terminated its relationship with Umonics or ceased to offer the Services to you; or
(D) Umonics is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Umonics is, in Umonics’ opinion, no longer commercially viable.

12.4 Nothing in this Section shall affect Umonics’ rights regarding provision of Services under Section 3 of the Terms.

12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Umonics have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 12.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

13. EXCLUSION OF WARRANTIES

13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT UMONICS’ WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

13.3 IN PARTICULAR, UMONICS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UMONICS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

13.6 UMONICS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UMONICS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH KOOBITS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IIII) YOUR FAILURE TO PROVIDE UMONICS WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

14.2 THE LIMITATIONS ON UMONICS’ LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT KOOBITS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Copyright and trade mark policies

15.1 It is Umonics’ policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminating the accounts of repeat infringers.

16. Other content

16.1 The Services may include hyperlinks to other web sites or content or resources. Umonics may have no control over any web sites or resources which are provided by companies or persons other than Umonics.

16.2 You acknowledge and agree that Umonics is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

16.3 You acknowledge and agree that Umonics is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Changes to the Terms

17.1 Umonics may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Umonics will make a new copy of the Universal Terms, and any new Additional Terms will be made available to you from within, or through, the affected Services.

17.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Umonics will treat your use as acceptance of the updated Universal Terms or Additional Terms.

18. General legal terms

18.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of content, or purchase goods, which are provided by another person or company. Your use of these other services, content or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

18.2 The Terms constitute the whole legal agreement between you and Umonics and govern your use of the Services (but excluding any services which Umonics may provide to you under a separate written agreement), and completely replace any prior agreements between you and Umonics in relation to the Services.

18.3 You agree that Umonics may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

18.4 You agree that if Umonics does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Umonics has the benefit of under any applicable law), this will not be taken to be a formal waiver of Umonics’ rights and that those rights or remedies will still be available to Umonics.

18.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

18.6 You acknowledge and agree that each member of the group of companies of which Umonics is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

18.7 The Terms, and your relationship with Umonics under the Terms, shall be governed by the laws of Singapore without regard to its conflict of laws provisions. You and Umonics agree to submit to the exclusive jurisdiction of the courts located within Singapore, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Umonics shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

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