1. YOUR AGREEMENT WITH UMBREO

1.1. Your use of the Umbreo (the “Service”) is governed by this agreement (the “Terms”). “Umbreo” means Umbreo, Inc., and its subsidiaries or affiliates involved in providing the Service.

1.2. In order to use the Service, you must first agree to the Terms. You understand and agree that Umbreo will treat your use of the Service as acceptance of the Terms from that point onwards.

1.3. You may not use the Service if you are a person barred from receiving the Service under the laws of the United States or other countries including the country in which you are resident or from which you use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13.


2. YOUR ACCOUNT AND USE OF THE SERVICE

2.1. You must provide accurate and complete registration information any time you register to use the Service. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Umbreo immediately.

2.2. You may neither share nor re-sell your Umbreo account to 3rd parties.

2.3. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.4. You agree not to engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).

2.5.1. You acknowledge and agree that Umbreo may restrict your API usage in order to preserve the quality of service for other users.

2.5.2. You acknowledge and agree that Umbreo will limit your API request rate to one (1) request per second, and that you have the option to request an extension by email at support@Umbreo.com. You acknowledge and agree that Umbreo may or may not approve your request.


3. SERVICE POLICIES AND PRIVACY

The Service shall be subject to the privacy policy for the Service available at http://www.umbreo.com/policies#privacy-policy . You agree to the use of your data in accordance with “Umbreo” privacy policies.


4. PAYMENT AND CANCELLATION OF SERVICE

4.1. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

4.2. Your Cloud Provider will charge you for the usage of their services per your agreement with them.

4.3. You are solely responsible for properly canceling your Umbreo subscription. An email request or support ticket asking for your subscription to be cancelled is not considered cancellation. You may cancel your subscription at any time by visiting the billing section of your Umbreo control panel.

4.4. If you cancel the Service before the end of your current paid up month, your account will remain active until the next due date. After the due date, if no payment received, your account will be disabled. You will no longer be able to log in to Umbreo control panel and your instances will not be controlled by Umbreo. Umbreo will not terminate your instances upon service cancellation.


5. PROPRIETARY RIGHTS

5.1. You acknowledge and agree that Umbreo (or Umbreo’s licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

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

5.3. Except as provided in Section 7, Umbreo acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or the Application that you create, submit, post, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Content and the Application (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 Umbreo, you agree that you are responsible for protecting and enforcing those rights and that Umbreo has no obligation to do so on your behalf.


6. LICENSE FROM UMBREO AND RESTRICTIONS

6.1. Umbreo gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Umbreo as part of the Service as provided to you by Umbreo. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Umbreo, in the manner permitted by the Terms.

6.2. Umbreo uses Amazon Web Services. You agree to uphold Amazon Web Services License Agreement to whatever extent it applies to your usage of Amazon and Umbreo.


7. LICENSE FROM YOU

7.1. Umbreo claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Service you give Umbreo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Umbreo to provide you with the Service in accordance with its privacy policy. Furthermore, by creating an Application through use of the Service, you give Umbreo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Umbreo to provide you with the Service in accordance with its privacy policy.

7.2. You agree that Umbreo, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.


8. SOFTWARE UPDATES

The Software which you use may be upgraded with new features and tools from time to time by Umbreo. These updates are designed to improve, enhance and further develop the Service 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 Umbreo to deliver these to you) as part of your use of the Service.


9. MODIFICATION AND TERMINATION OF THE SERVICE

9.1. Umbreo 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 Service which Umbreo provides may change from time to time without prior notice to you.

9.2.1. Beta features. Umbreo may introduce beta features. You acknowledge and agree that beta features may be substantially modified or removed from the Service without notice.

9.2.2. Deprecation policy. You acknowledge and agree that features may be deprecated and removed from the Service. Features shall generally be removed after a 6 month deprecation period, but Umbreo may act faster or slower if justified, at its own discretion.

9.2.3. Feature removal. You acknowledge and agree that, in the event that a feature you are using is removed from the Service, Umbreo has no responsibility to provide substitute functionality, a workaround, or any kind of compensation.

9.3. You may discontinue your use of the Service at any time. Umbreo may, at any time, terminate your use of the Service if (A) you have breached 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) Umbreo is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful). Further, Umbreo may terminate your use of the Service for any reason with thirty (30) days prior written notice.

9.4. Upon any termination of the Service, these Terms will also terminate, but Section 14.7 shall continue to be effective after these Terms are terminated.


10. EXCLUSION OF WARRANTIES

10.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 12, SHALL EXCLUDE OR LIMIT UMBREO’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

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

10.3. UMBREO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Umbreo, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.


11. LIMITATION OF LIABILITY

11.1. SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UMBREO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR 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 (WHETHERF 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.

11.2. THE LIMITATIONS ON UMBREO’S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT UMBREO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.


12. INDEMNIFICATION

You agree to hold harmless and indemnify Umbreo, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “Umbreo and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney’s fees, of every kind and nature. In such a case, Umbreo will provide you with written notice of such claim, suit or action.


13. CHANGES TO THE TERMS

13.1. Umbreo may make changes to the Terms from time to time. When these changes are made, Umbreo will make a new copy of the Terms available at http://www.umbreo.com/policies.

13.2. You understand and agree that if you use the Service after the date on which the Terms have changed, Umbreo will treat your use as acceptance of the updated Terms.


14. GENERAL LEGAL TERMS

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

14.2. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

14.3. If Umbreo provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

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

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

14.6. Umbreo shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

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


PRIVACY POLICY

PRIVATE INFORMATION COLLECTED

Umbreo may collect the following Private Information under the following circumstances.

When you sign up for the Service, or add users to your account, Umbreo will ask that you to provide relevant contact information. When you purchase the Service, Umbreo will ask that you provide relevant billing information. When you use the Service, Umbreo may use standard web tracking technology, including cookies. When you communicate with Umbreo, Umbreo may use standard tracking technology, including cookies and pixel tags.


ACCESS CREDENTIALS TO THIRD PARTY AND PRIVATE SERVICES

In order to provide you with the Service, Umbreo will ask that you provide Access Credentials to the Cloud Computing Platforms you want Umbreo to manage.

Umbreo stores the Access Credentials in an encrypted form, using standards-approved technology (Triple DES in CFB Mode). Umbreo may transfer the Access Credentials over a network to provide you with the services you request. Umbreo does not transmit the Access Credentials over a network in unencrypted form. Umbreo does not share the Access Credentials with third parties.


USE OF PRIVATE INFORMATION COLLECTED

Umbreo may use the Private Information under the following terms. Those terms do not apply to the Access Credentials, which have been covered above.

Umbreo uses the Private Information to provide you with the services you request. Umbreo may use Private Information to provide you with additional information about the Umbreo's Services, partners, promotions, and events. Umbreo may use Private Information to improve the Umbreo Web sites and Services. Umbreo does not share, sell, rent, or trade personally identifiable information with third parties for their promotional purposes. Umbreo may share Private Information with other companies that have a formal agreement to provide services to Umbreo, its customers, or prospects.


ACCESS TO COMPUTING INSTANCES

You authorize Umbreo support staff to log in over SSH protocol to your computing instances and perform configuration and maintenance tasks. This can be done when a) you ask for support, b) when suspicious activity detected on your instance, that may damage or interrupt Umbreo system operations, data or instances of other Umbreo clients.

If you do not wish to authorize access to your computing instances, you must send a notice to .


REFUND AND CANCELLATION POLICY

CANCELLATION

To unsubscribe from Umbreo, login to your account and click on Account in the menu (upper right in the top navigation bar). At the bottom if the window, click on the Cancel link.

Once cancelled, your account will be disabled.

Past the due date, if no payment has been received, your account will be deactivated. You will no longer be able to log in to the Umbreo control panel and your instances, farms, and applications will no longer be controlled by Umbreo. However, no instances are terminated upon service cancellation, so they will continue to run, unless you terminate them.

REFUNDS

No refunds can be made, neither for full nor for partial month periods.