UmbraCity Terms of Use

The following terms of use (the “Terms of Use”) govern your access to and use of the umbrella sharing services offered by UmbraCity Innovations Inc. (“UmbraCity”, “our”, “we”, “us”). These Terms of Use form an agreement between UmbraCity and you. The term “you” refers to the person accessing or using UmbraCity’s umbrella sharing services or any part thereof (the “Services”), which includes your use of: (i) the website at www.umbracity.com, including all secure member areas (the “Website”); (ii) the UmbraCity-designated umbrellas (the “Umbrellas”); (iii) UmbraCity’s automated kiosks (the “Kiosks”); and (iv) any related equipment, information, mobile applications or services made available to you by UmbraCity.

By accessing and using the Services (the terms “using” or “use” when referring to the Services will mean any of the foregoing), you accept and agree to be bound by and comply with these Terms of Use, as updated from time to time in accordance with Section 1, below. If you do not accept and agree to be bound by these Terms of Use, please do not use the Services.

YOUR USE OF THE SERVICES IS SUBJECT TO CERTAIN RESPONSIBILITIES, RESTRICTIONS, AND WAIVERS OF RIGHTS AND CLAIMS SET OUT IN THESE TERMS OF USE. FEES MAY APPLY TO YOUR USE OF THE SERVICES, AT THE RATES POSTED ON THE WEBSITE, KIOSK OR OTHER MECHANISM FROM TIME TO TIME.

  1. Changes to these Terms of Use and the Services

Except where prohibited by applicable law, UmbraCity reserves the right to change these Terms of Use at any time without notice. Your continued use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

UmbraCity reserves the right to change the Services, including, without limitation, any access rights, information, content, materials, services, fees, features, functionalities, or conditions on use and availability provided by UmbraCity, at any time, and from time to time, with or without notice. Your continued use of the Services after any changes indicates your acceptance of such changes.

  1. User Account

In order to use the Services, you may be required to successfully sign up for a user account (the “User Account”) using the available interfaces on the Website, at a Kiosk or through any other mechanism we may provide. You warrant that all information supplied by you to UmbraCity is true, accurate, current and complete, and you will maintain and promptly update such information to keep it true, accurate, current and complete at all times.

You must provide a valid credit card number and expiration date in order to create a User Account. You will provide us with your credit card information, and you hereby authorize UmbraCity: (i) to authorize and charge such credit card for any fees payable under your User Account; and (ii) to disclose your credit card information to any third party processing service used for such purpose. You will immediately inform UmbraCity of all changes relating to your credit card information.

Upon successfully registering for a User Account, you will be issued with a login and PIN code by UmbraCity (“User ID”). You agree that: (i) you will use the Services only through the User ID issued to you by UmbraCity; (ii) you will keep your User ID secure at all times; (iii) you will promptly notify UmbraCity of any actual or suspected unauthorized use of your User ID; (iv) you will be responsible for all use of the Services associated with your User ID, including any fees, unless you have previously notified UmbraCity that the confidentiality of your User ID has been compromised; (v) you will not damage or deface any Umbrella or Kiosk or any signage or logo included with an Umbrella or Kiosk; and (vi) you will comply with all applicable laws when using the Services. UmbraCity reserves the right to disable any User Account at any time in UmbraCity’s sole discretion. If UmbraCity disables access to your User Account, you may be prevented from accessing the Services or your account details.

  1. Fees

Subject to UmbraCity’s right to change the fees in Section 1, UmbraCity currently charges no annual membership fee to use the Services. Additional fees described under the “Plan Summary” section of the Website or at a Kiosk, each as updated from time to time in our discretion, may apply to your use of the Services. You will refer to the Website or a Kiosk for a description of the current fees, rental plans and charging structures.

We will charge you sales, use, value added, goods and services taxes, as applicable to the fees.

  1. Ownership

As between you and UmbraCity, the Services, including (without limitation) all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Website, Umbrellas, Kiosks, and any other component of the Services, are owned or licensed by UmbraCity and are protected by copyright, trade-mark and other intellectual property laws.

All right, title and interest in or relating to the Services and any part thereof, all adaptations and derivative works thereof, and all intellectual property rights therein will remain with us (or our third party suppliers, if applicable). Any rights not expressly granted herein are reserved.

You retain all ownership and intellectual property rights in and to your data. You grant to UmbraCity a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit your data to provide the Services. UmbraCity may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning your data and data derived therefrom), and we may: (i) use such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other UmbraCity offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with our business.

“UmbraCity” is either a registered trade-mark or trade-mark of UmbraCity Innovations Inc. in Canada or other countries. Other logos and product and company names used in the provision of the Services may be the trademarks of their respective owners.

All contents of the Services are: © 2017 UmbraCity Innovations Inc.

  1. Privacy Policy

Please click here to review our current Privacy Policy, which forms a part of these Terms of Use, to understand our practices regarding your personal information:

  1. No Unlawful or Prohibited Use

While you may view the Website through a web browser and make limited copies of information, you otherwise agree that no part of the Website may be copied, reproduced, modified, distributed, transferred, sold, published, broadcasted, performed, transmitted, published, licensed or circulated in any form without the prior written consent of UmbraCity.

The creation of adaptations and derivative works based on the Services, in whole or in part, and any decompilation, disassembly, reverse engineering or other exploitation thereof, without the prior written consent of UmbraCity, is strictly prohibited. You will not use the Services or any part thereof in a manner that violates the rights (including, but not limited to, intellectual property rights) of any third party.

  1. Third Party Websites

The Website may provide links to third party websites. UmbraCity does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, merchantable quality or fitness for any purpose. The content in any linked website is not under UmbraCity’s control, and if you choose to access any such website, you do so entirely at your own risk.

  1. Viruses

Your use of the Website is at your own risk. UmbraCity cannot and does not guarantee or warrant that the Website is compatible with your computer system(s) or that the Website, or any links from the Website, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system(s), and you are responsible for the entire cost of any service, repairs or connections of and to your computer(s) system that may be necessary as a result of your use of the Website.

  1. Communications Not Confidential

UmbraCity does not guarantee the confidentiality of any communications made by you via e-mail or otherwise through the Website. We do not guarantee the security of data transmitted over the Internet in connection with your use of the Services.

  1. Safe Use

You are solely responsible for your safe and prudent use of the Services. You will be responsible for any injuries or damages caused by your use of the Services, including, without limitation, damage to tangible property and bodily injury.

  1. Disclaimer and Limitation of Liability

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. USE OF THE SERVICES IS AT YOUR OWN RISK. UMBRACITY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE SERVICES. THE SERVICES MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS.

TO THE FULLEST EXTENT PERMITTED BY LAW, UMBRACITY DISCLAIMS: (1) ALL LIABILITY RELATED TO ANY CLAIM ARISING OUT OF OR RELATING TO: (A) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES; (B) YOUR BREACH OF THESE TERMS OF USE OR YOUR VIOLATION OF ANY APPLICABLE LAW; OR (C) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION BY YOU OR ANY THIRD PARTY; AND (2) ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. YOU HEREBY WAIVE ALL CLAIMS WITH RESPECT TO ANY OF THE FOREGOING.

IN NO EVENT WILL UMBRACITY BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT UMBRACITY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.

If, for any reason and despite the limitation above, UmbraCity is found liable for any loss or damage which arises out of or is in any way connected with any of the occurrences described above, then the liability of UmbraCity will in no event exceed, in the aggregate, ten Canadian dollars (CDN$10.00) or the equivalent in local currency.

 

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

 

  1. Indemnification

You will defend, indemnify and hold harmless UmbraCity and any of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including, but not limited to, reasonable legal and accounting fees, brought as a result of: (a) your breach of these Terms of Use; (b) your use or misuse of the Services; or (c) your violation of any applicable law or of the rights (including, but not limited to, intellectual property rights) of any third party.

  1. Geographic Application of the Services

Not all of the Services are available in all jurisdictions. Furthermore, nothing on the Website constitutes an offer or solicitation to buy or sell any service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

  1. Governing Law and Jurisdiction

These Terms of Use are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. These laws apply to your use of the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia, Canada in all disputes arising out of or relating to the use of the Services.

  1. Entire Agreement, Waiver and Severability

These Terms of Use, the Privacy Policy, and any and all other legal notices or statements posted on the Website, Kiosk or other mechanism from time to time constitute the entire agreement between UmbraCity and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and UmbraCity with respect to the Services. UmbraCity’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

  1. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at support@umbracity.com.