Terms Of Use

IMPORTANT – PLEASE READ THESE TERMS OF USE CAREFULLY

  1. These Terms of Use constitute an agreement between Umital BV, having its registered office at Kasteellaan 30, 3500 Hasselt, Belgium, and registered with the Crossroads Bank for Enterprises under the number 0698.927.461 (hereinafter, “Umital” or “we”) and you (hereinafter, the “User” or “you”), for the use of our software platform “UmanGo” (hereinafter, the “Platform”). These Terms of Use govern the Users’ access and use of the Platform, and the content and information contained therein (hereinafter, the “Information”).
  2. By clicking the “I Agree to the Terms of Use”-box, or by downloading, accessing or otherwise using the Platform, you agree to be bound by these Terms of Use. If you do not agree with these Terms of Use, then do not click the “I Agree”-box and do not access or otherwise use the Platform.
  3. You recognize and declare that the digital acceptance of these Terms of Use shall qualify as a valid electronic signature which has the same legal value as a wet ink original paper document bearing a manually signed signature.
  4. To the extent permitted by law, we reserve the right, in our sole discretion, to change, modify, add or remove these Terms of Use or parts of it at any time. Most changes are minor changes of which you will not suffer any direct disadvantage, however, occasionally we have to notify you of a significant change that we are constrained to make. In the event we have to make a significant change to these Terms of Use, which have an effect on your use of the Platform, we will inform you about such intended change when you access the Platform. You will then have the option to accept the proposed change and start to use the Platform or to reject the proposed change and terminate the use of the Platform at any time, with immediate effect. Any change to the Terms of Use will be communicated to you via a pop-up or a notification through the Platform. Your rights under these Terms of Use will be subject to the most current version of these Terms of Use.

1. REGISTRATION

  1. Every Platform-user must have an existing and current account in order to use the Platform. To this end, Umital shall create a user-account for you, based on the data we obtained from your employer (more specifically your name, professional e-mail address and your function within the company)
  2. When you access the Platform for the first time, you have to (a) register and log-in as a Platform-user (b) give explicit consent that you agree with these Terms of Use, (c) read our privacy policy with regard to the processing of personal data via the Platform, and (d) give permission to link your Microsoft Mail and Microsoft calendar to the Platform. Only one account may be associated with one individual and one single e-mail address. Further, you will not provide any false or incorrect information to us about your identity or misrepresent your identity in any other way. If the User provides incorrect, incomplete or obsolete information, we reserve the right to suspend or terminate the User’s account without prior notice.
  3. Your password protects your user-account. You must choose secure elements, avoiding any combinations or passwords that are obvious. You are solely responsible for the activities on your account and for maintaining the confidentiality and security of your password and all additional identifying information required for the use of the Platform. You must immediately inform us if you are aware of loss, theft or unauthorized use of your password or of any other unauthorized use of your account information. If your username or password is lost or stolen, or if you believe third parties had unauthorized access to your account, notify us and change your password immediately.

2. RIGHT TO ACCESS AND USE

  1. Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited, revocable right to access and use the Platform for your personal professional use, provided that you fully comply with the provisions of these Terms of Use. The use of the Platform is licensed, not sold, to you. All of our rights not expressly granted under these Terms of Use are retained.
  2. Since you can use the Platform at different locations via your account (including from home), you agree to take all appropriate measures to protect your own data and/or software from contamination by possible viruses on the Internet network. You should avoid using computers and mobile phones that are accessible to the public, taking into account the risks inherent in this type of access and, in particular, the possibility of compromising the security of your credentials.
  3. You are solely responsible for the use and implementation of appropriate means of security, protection and safeguard of your equipment and data. We strongly recommend that you:
    use cryptographic means to protect your data against unauthorized access;
    periodically back up your data;
    regularly update your software and at all times maintain an up-to-date anti-virus.
  4. You acknowledge that the Platform may contain information, content, images, software, photos, videos, texts, graphics, music, sounds, questions, suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (“Information”) that are protected by intellectual proprietary rights, including but not limited to, copyrights, data base rights, patents, trademarks, design and models, trade secrets, proprietary rights in know-how, confidential information, design rights and/or other proprietary rights, and that these rights (whether registered or unregistered) are valid and protected in all forms, media and technologies existing now or hereafter developed.
  5. In any case, Umital is and will continue to be the owner or licensee of these rights as a result of which all Information is copyrighted under applicable copyright laws (and Umital owns a copyright in the selection, coordination, arrangement and enhancement of such Information). In addition, all trademarks appearing on the Platform are trademarks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Information which they make available on the Platform.

3. PROHIBITED USE

  1. You acknowledge that the proprietary rights in the Information are owned by Umital (or its licensees), and from this point of view, you may not modify, copy, sublicence, lease, sell, publish, transmit, adapt, enhance, (re)distribute, perform, reverse engineer, assign, disassemble, decompile, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Information, in whole or in part. When Information is downloaded to your device, you do not obtain any ownership interest in such Information. Modification of the Information or use of the Information for any other purpose, including, but not limited to, use of any Information in printed form or on any website, app or networked computer environment is strictly prohibited, unless you receive our prior written consent. You also need our prior written consent to make a hyperlink to our website and/or Platform.
  2. You shall not undertake any action that attempts to interfere with the proper working of the Platform.
  3. You will not perform any action with the intention of damaging the Platform through viruses, ‘worms’, defects, ‘Trojans’, ‘malware’, ‘spyware’ or items of a destructive nature.
  4. You will not use the Platform in a manner that could harm a person or otherwise harm, defame, abuse, harass or threaten a person or encourage third parties to do so.
  5. You will not use the Platform in a manner or for any purpose that is contrary to a law or other regulation or for a transfer of data that is or may be illegal, fraudulent, defamatory, intimidating, invasive or harmful to the privacy of third parties, or contains viruses, or violates or may violate the intellectual property rights or other rights of Umital, its licensors or other individuals or entities.
  6. You will not attempt to gain access to reserved or protected parts of the Platform, to which you have not obtained explicit access.


4. DATA AND FEEDBACK

  1. Umital shall implement appropriate technical and organizational measures to protect the User’s data against unauthorized or unlawful processing and accidental loss or damage.
  2. Umital and the User shall comply with all relevant laws and regulations regarding the protection of personal data. We will only use the personal data of the Users for the purposes for which we have this data at our disposal, and in a manner that is in accordance with these Terms of Use and our Privacy Statement.
  3. You acknowledge that it is important for Umital to improve the Platform. For this reason, Umital collects feedback about the Platform and its functioning, consisting of, without limitation, analysis of the use and operation of the Platform, suggestions, comments or any other feedback from you (hereinafter, “Feedback”). The User’s Feedback will be collected via one SPOC per team of Users.
    You hereby expressly agree that Umital may freely use and incorporate the Feedback with regard to the Platform (whether it is requested by Umital or provided on a voluntary basis), without any compensation or reimbursement from Umital, solely to train and improve the Platform. Any and all improvements of the Platform based on the Feedback, will be the sole and exclusive property of Umital and shall become Umital’s confidential information. To the maximum extent permitted under applicable laws, you hereby irrevocably transfer and assign to Umital any title and interest in and to any and all information, data, changes, improvements, including all intellectual property rights therein.
  4. You will not give Umital any Feedback if you have a reason to believe that the Feedback is subject to any patent, copyright, or other intellectual property claim or right of any third party.

5. DURATION AND TERMINATION

  1. These Terms of Use are entered into for an undefined term and will continue to apply until terminated by you or Umital. Umital may terminate or suspend your access to the Platform at any time, with one month prior notice to you. You may close your account and terminate the use of the Platform at any time, with immediate effect
  2. Without prejudice to its other rights available by law or under the Terms of Use, Umital may at its own discretion either terminate the agreement with immediate effect or suspend the agreement, deny or restrict your access to the Platform and/or the account at any time if you breach these Terms of Use, including in the event of your actual or suspected unauthorized use of the Platform and/or Information. If you or Umital terminates the use of the Platform, or if Umital suspends your access to the Platform, you agree that Umital will have no liability or responsibility to you.
  3. This component will be enforced to the extent permitted by applicable law.

6. LIMITATION OF WARRANTIES AND LIABILITY

Please note the following important limitations of warranties and liability:

  1. The Platform and the Information on the Platform are solely intended to provide you assistance, information and suggestions. You must be aware that Umital nor any person acting on behalf of Umital is responsible for the use you make of the Platform and/or the Information. You expressly understand and agree that the Platform is still being tested, evaluated and further developed.
  2. Neither Umital, nor any of our affiliates, nor any of our or their respective licensors, licensees, service providers or suppliers warrant that the Platform or any function contained therein will be uninterrupted or error-free, nor that all defects will be corrected. The Platform is provided to you “as is”, with possible faults, defects, imperfections, inactive functionalities, bugs, technical problems, errors, etc.
  3. Umital will make reasonable efforts to keep the Platform operational. However, certain technical difficulties or maintenance may result in temporary interruptions from time to time. Umital reserves the right, periodically and at any time, with or without notice, to temporarily or permanently change or discontinue functions and features of the Platform, and all of this without liability to you, for any interruption, change or termination of the Platform or of any function or characteristic thereof.
  4. You understand, agree and accept that Umital has no obligation to maintain, support, upgrade or update the Platform, or to deliver any or any specific Information from the Platform if this is not expressly provided for in an agreement relating to the use of the Platform or if this is not essential for the use of the Platform. Umital and/or the owners of any Information may remove such Information from time to time without prior notice, to the extent permitted by applicable law.
  5. To the fullest extent permitted by law, Umital shall also not be liable for, or provide guarantees or warranties towards the Users regarding:
    any damage resulting from technical problems encountered on the Platform, notably because of viruses, third party websites and/or apps to which the Platform links or which link to the Platform;
    any damage relating to your use of the Platform, of which the main cause is a force majeure, facts or third parties which are not under the control of Umital;
    any damage resulting from errors you commit when using the Platform;
    any damage resulting from your own assessment of the data and information on the Platform;
    the reliability, timeliness, truth, availability, accuracy or completeness of the Platform and the related Information;
    the error-free and continuous use of the Platform or its compatibility in combination with other hardware, software, systems or data;
    meeting the requirements or expectations of the User;
    the correctness, reliability and accuracy of the data/ stored or the feedback of the community.
  6. In the event of infringement, Umital is entitled to take all necessary measures, to block or delete data, to block access to the User and/or to suspend or terminate the license, without the User having any right to compensation.
  7. Without limiting the foregoing, and to the maximum extent permitted by applicable law, Umital is not liable for delays, service interruption, and other issues inherent in the use of the Internet and electronic communications or other systems beyond our reasonable control.
  8. These disclaimers apply to the fullest extent permitted by law. The duration of all legally required warranties, if any, is in any case limited to the legal warranty period.
  9. The User accepts that if one of its actions, intentionally and contrary to these Terms of Use, disrupts the functioning of the Platform or damages the Platform, it must fully compensate Umital for all costs to repair the affected systems, as well as for all damage suffered, both directly and indirectly (including but not limited to loss of profit, turnover, loss of customers and goodwill) suffered by Umital as a result of such acts. The User must at least indemnify Umital against all losses, expenses and all possible damages of any kind arising from such acts.

7. INDEMNIFICATION

  1. You agree to indemnify, hold harmless and, at our option, defend Umital, and our officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorney and legal fees and expenses) arising from your improper use of the Platform, your violation of these Terms of Use, or your infringement, or the infringement or use by any other user of your account in relation with the Platform.

8. INFORMATION PROVIDED THROUGH THE PLATFORM

  1. The Platform may contain information intended to inform the User on specific aspects relating to its functioning or the User’s rights.
  2. The documents, content and information included in the Platform are for general information purposes only. The information provided by us is generic and not intended to be a substitute for professional advice or judgment, which could only be given by a professional advisor.
  3. While we strive to provide the Platform with as accurate information as possible, we do not guarantee the accuracy nor exhaustiveness of the information provided in the Platform and we will not be liable for any loss relating to the information provided in the Platform.
  4. If you notice an error or omission regarding the information presented on the Platform, you may inform us by email at connect@umital.com. However, we specify that it is under no circumstances required to modify this content in such a case.

9. LINKS TO THIRD PARTY WEBSITES AND/OR APPLICATIONS

  1. Umital may provide different types of links to other (third party) websites and/or applications which are not owned, controlled or operated in whole or in part by Umital. The links to any such third-party websites and/or applications are provided for your convenience and information only.
  2. The content in any of these third-party websites or applications is not under our control, and if you decide to access any such website or application, you do so entirely at your own risk. The fact that we provide a link to a third-party website or application does not necessarily mean that we endorse, authorize or sponsor any such website or application or that it is affiliated with such third party. Any mention of a third party’s products or services which is provided for your convenience and information purposes only does not constitute an endorsement nor a recommendation of such products or services by us.
  3. If you use the Platform on a device and/or platform of a third party, you are also bound by the general conditions of use/terms and conditions of that third party when using the Platform. You confirm that you have taken note of such general conditions of use/terms and conditions and that you accept them. If this is not the case, you will not be allowed to use the Platform.

10. SEVERABILITY

  1. If any provision of these Terms of Use shall be held to be invalid or unenforceable, the remainder of the Terms of Use shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable law.

11. GOVERNING LAW AND JURISDICTION

  1. These Terms of Use shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any principles of conflicts of law.
  2. Any dispute arising out of or relating to your use of the Platform or these Terms of Use shall be submitted to the jurisdiction of the courts of the judicial district of the User’s domicile.
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