UMBRA.SPACE WEBSITE TERMS OF USE

PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE (THE “WEBSITE”). THESE WEBSITE TERMS OF USE (THE “TERMS OF USE”) GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE. THE WEBSITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW WHICH CONSTITUTE THIS “AGREEMENT.” IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT (“YOU” OR “YOUR”) SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE.

Content

Content means all information and services displayed or provided by this Website. All Content belongs to or is licensed to Umbra Lab, Inc. (Umbra). Content includes text, photographs, artwork, graphics, icons, logos, audio, sounds, music, video, data compilations, user interfaces, visual interfaces, computer code, methods, “look and feel,” and arrangement of the Content. Content is protected by law including copyright, trademark, and trade dress.

Permitted Uses

Umbra offers the services available on its Website conditioned upon your acceptance of all the limitations of use and prohibited activities set forth in this Agreement. Your continued use of the Website following the posting of changes means that you accept and agree to the changes. As long as you comply with this Agreement, Umbra grants you a limited, non-exclusive, non-transferable, revocable privilege to enter and use the Website. Specific usage rights include:


1. Display the Content for your immediate, temporary, personal, non-commercial uses only, such as for determining the suitability of Umbra goods or services to your needs;
2. Download research reports and product information sheets for personal or academic research only; and
3. Download audio-visual and video Content onto your personal computer or viewing device for your immediate, temporary, personal, and non-commercial use only.


Unless another license applies to you, you may use Content purposely made available by Umbra for downloading from the Website, provided that you: (a) use the unaltered downloaded copy only for your personal, non-commercial informational purpose; (b) not make any additional representations or warranties relating to information contained in the downloaded copy; and (c) do not engage in any of the prohibited uses described below.

Additional Terms and Conditions Governing Website Use

Umbra’s Privacy Notice and Cookie Policy also apply to your use of the Website. Each of these policies may be changed from time to time and are effective immediately upon posting the changes on the Website.

Prohibited Uses

The following are Prohibited Uses by any User:

  • Posting unlawful or harmful content. You may not upload, post, email, transmit, or make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
  • Uploading malicious content. You may not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Unauthorized transmission or display of Website Content. You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, or otherwise use the Content of the WEBSITE for public or commercial purposes.
  • Unauthorized export of Website Content. You may not use or export or re-export any Content or any copy or adaptation of the Content, or any product or service offered on the Website, in violation of any applicable laws or regulations, including without limitation United States securities and export laws and regulations.
  • Placing an unreasonable burden on the Website. You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or Umbra’s systems or networks, or any systems or networks connected to the Website or any Umbra system or infrastructure.
  • Concealing the Origin of Your Inquiry or Posting to the Website. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Umbra on or through the Website or any service offered on or through the Website.
  • Copy or Scrape Site Content. You may not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website.
  • Inappropriately Gaining Access. You may not attempt to gain unauthorized access to the Website or Content, other accounts, computer systems or networks connected to any Umbra system or Content, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or Content.
  • Limited rights. Creation of derivative works and sublicensing of Content are expressly prohibited.
  • Use not expressly authorized. Content may not be distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without Umbra’s express prior written authorization.
  • Use that exceeds the scope of these Terms. If Umbra notifies you that the manner in which you are using the Website is a prohibited or unauthorized use, you may no longer use the Website for that particular purpose.

Monitoring of Website by Umbra

Umbra is not responsible for and does not support, approve, or sanction the opinions, advice and/or recommendations displayed or sent by users on the Website, notably in any public forum, and declines any responsibility in this regard. You understand that by using the Website and services, you may be exposed to User Generated Content (“UGC”) that is offensive, indecent, or objectionable. We make no representations or warranties, express or implied, as to the UGC or the accuracy and reliability of the UGC that you may access through the Website or services. You agree that you must evaluate, and bear all risks associated with, the use of any UGC including any reliance on the accuracy, completeness, or usefulness of the UGC and you acknowledge that you may not rely on any UGC. You are solely responsible for your interactions with other users of the Website and services. We reserve the right, but have no obligation, to monitor disputes between you and other users of the Website and services.

Intellectual Property

Enforcement of rights by Umbra under this Agreement is in addition to Umbra’s intellectual property rights under applicable law including but not limited to copyright, patent, trademark, trade dress, licensing, and unfair competition laws and treaties. Trademarks indicated as registered are registered in the United States and no claim is made that the indication is notice of registration in any other country unless specifically stated in a legal notice on the Website.

You may submit reviews, comments, or other feedback on the Website. Any comments, suggestions, or feedback relating to the Website products, or services (collectively, “Feedback”) submitted to us becomes the property of Umbra or its licensors. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas or our use of the Feedback (including without limitation, product, application, Website, service or advertising ideas). Without limitation, we will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback.

Links to Other Sites

The Website may have links to other websites that are not operated, controlled or maintained by Umbra. The inclusion of links to other websites on the Website does not imply Umbra’s endorsement or approval of the linked sites or their content. If you navigate away from the domain name of this Website, you do so at your own risk.

Liability Disclaimer and Indemnification

THE WEBSITE, INCLUDING THE CONTENT, UGC, AND UMBRA INFORMATION FOUND THEREON ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY CONCERNING THE INFORMATION, SERVICES, OR PRODUCTS OFFERED OR PROVIDED THROUGH OR IN CONNECTION WITH THE SITE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL UMBRA, ITS SERVICE PROVIDERS OR ITS PREFERRED PARTNERS BE LIBLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE WEBTHE SITE, FOR ANY INFORMATION (INCLUDING UMBRA INFORMATION), SOFTWARE PRODUCTS, AND SERVICES OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF UMBRA, ITS SERVICE PROVIDERS, OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS UMBRA, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL THIRD-PARTY LIABILITIES, LOSSES, DAMAGES, CLAIMS, DEMANDS, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RESULTING FROM YOUR USE OF THE WEBSITE OR YOUR VIOLATION OF THESE TERMS.

Local Laws

If you use the Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws of other countries in relation to the materials and third-party content.

Termination of Use

Umbra reserves the right to terminate service to you without further notice or explanation if it finds at its sole discretion a violation of this Agreement. Your continued ability to access the Website does not constitute a waiver by Umbra of rights under this Agreement.

Changes of Content and Terms and Conditions of Use

Umbra reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use and/or Content, at any time without prior notice to you. It is your responsibility to check these Terms of Use periodically for changes.

Forum Selection

This Agreement and the relationship between you and Umbra are governed by the laws of the State of California without regard to any conflict of law provisions. You agree to the personal and exclusive jurisdiction and venue of the state and federal courts located in Santa Barbara, California in all disputes arising out of or relating to these Terms of Use, Website, and Website Content.

Limited Time to Bring Your Claim

You agree that any cause of action arising out of or related to the Website or any Website Content must be commenced within 1 year after the cause of action accrues; otherwise, the cause of action is permanently barred.