Please read these Terms and Conditions (“Terms”/ “Agreement”), a legal agreement between UMBR TREE PVT. LTD., (hereinafter referred to as “Umbr Tree” or “we” or similar) of the first part AND the Users/Visitors (defined below) of the second part (hereinafter collectively referred to as “you” or “yours” or similar) pursuant to the terms of the Information Technology Act, 2000 and the Rules thereunder.
The Terms shall govern use of and access to <www.umbrtree.com> (the “Website”) and the technology platform accessible through desktops, mobile phones, smart phones, tablets, plugins and API (“the Application”) which offers a platform for facilitating the sale of various Products (defined below) made available through the Website and Application. Umbr Tree is the owner of the Website and Application collectively referred to as “Umbr Tree Platform”/ “Platform”.
By visiting, accessing or using the Umbr Tree Platform:
- 01.i. You agree that you have read, understood and agreed to the Terms and you acknowledge that these Terms shall apply to you and be binding on you;
- 02.You declare that you are competent under applicable laws to agree to and be bound by these Terms;
- 03.You have the mental capacity and are of sane mind to take responsibility for your actions and consequences arising out of such actions involving the use of the Platform;
- 04.You agree not to purchase products that may be prohibited for sale by applicable law and / or on the Platform, or which are otherwise inappropriate for you;
- 05.If you are registering as or on behalf of a business entity, you represent that you are duly authorized by the business entity to accept the Terms, and that you have the authority to bind that business entity to the Terms and represent and act on their behalf through your actions on the Platform.
- 06.You are responsible for complying with all applicable local or national laws and agree that you shall not access the Platform from an area where Umbr Tree has restricted access of the Platform to you for any reason whatsoever.
You agree that by clicking “Create Account”, “Log in”, “Sign Up”, “Subscribe” or similar, registering, accessing or using this Umbr Tree Platform, you agree to be bound by the Terms and are thereby agreeing to enter into a legally binding contract with Umbr Tree. If you do not agree to be bound by the Terms, please do not access or use the Umbr Tree Platform. You are also responsible for complying with your obligations under applicable laws for visiting, accessing and using the Umbr Tree Platform.
We request You to kindly read these Terms carefully and do not click “Log In” or “I accept” or continue the use of the Website, Applications and Services unless You agree fully with these Terms.
The Terms apply to sales of Products and/or provision of Services offered through the Platform accessible to both Users and Visitors, however certain features of the platform may be available only to Users once they have registered. The Users and Visitors shall hereby accept these terms of service upon using/accessing the Platform.
- Kindly review these Terms periodically. The Terms may be updated / modified at any time and from time to time, for any reason at the sole discretion of Umbr Tree. Such updates / modifications will become effective immediately upon its posting on the Platform. The date of the Terms will accordingly be amended on the Platform and you will also be informed of the updates / modifications by way of an email or notification upon log in / sign in to the Platform.
- Your continued use of the Platform following the posting of the updates / modifications to the Terms will have deemed to be your acceptance of the revised terms.
As used in these Terms, the following terms shall have the meaning set forth below:
- Confidential Information shall mean all information and materials furnished by a party which: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential. Confidential Information shall include, but not be limited to content on the Website, Application, Visitor Information, Registered Buyer Information, Registered Seller Information, all types of data, information, ideas, specifications, procedures, Website and/or Application, technical processes and formulas, source code, product designs, financial information, business plans, details of products, product specifications, projections, marketing data and other similar information provided by a party, documentation, whether such is transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and shall include all proprietary information, customer and prospect lists, trade secrets, or proposed trade names, know-how, concepts, drawings, flow charts, diagrams and other intellectual property relating to the subject matter of this Agreement.
- Effective Date means the Date on which You accept these Terms by clicking ‘Log In’ or ‘I Accept’ or ‘Create Account’ or ‘Subscribe’ or enter into an agreement with the Company.
- Products refer to those products which are available for sale on the Platform and which may be introduced, added or amended from time to time.
- Services refer to the service of facilitating the sale of Products offered through the Platform.
- User shall mean any person who logs in and creates an Account as a user on the Umbr Tree Platform for availing the Products and Services.
- Visitor is a buyer who is browsing the Products available on the Platform and has not yet registered on the Platform.
- All other capitalized terms shall have the meaning ascribed to them in the Other Terms.
- In order to access, browse and view the Products on the Platform offered by Umbr Tree you can do so as a Visitor and need not register. However, if you wish to purchase the products, check out faster, receive emails about your orders, special offers, events and new products and avail services available on the Platform then you will need to register by creating an Account on the Platform. The Account can be created manually on the Platform by providing details such as your name, email address and by creating a password.
- To create an Account and use the Umbr Tree Platform you must be someone who can form a legally binding contract under the Indian Contract Act, 1872. In order to be able to access and use the Umbr Tree Platform as a User, You represent and warrant to Umbr Tree that You are at least eighteen (18) years of age and have the authority to enter into this Agreement. If you are a minor i.e. under the age of eighteen (18) years, you shall not access, use or create an Account on the Platform and shall not seek to avail any Products and Services available on the Umbr Tree Platform, unless you are accessing the Umbr Tree Platform with parental guidance or guidance of a legal guardian. We reserve the right to terminate your User Account and refuse to provide you with access to the Umbr Tree Platform if it is brought to our notice or if it is discovered that you are under the age of eighteen (18) years and are accessing the Umbr Tree Platform without parental consent and guidance or consent and guidance of a legal guardian. We will not be liable for any harm caused to you on account of any use of the Umbr Tree Platform without appropriate parental consent.
- By registering, visiting and using the Umbr Tree Platform or accepting this Agreement, you represent and warrant to Umbr Tree that you are 18 years of age or older, and that you have the right, authority and capacity to use the Umbr Tree Platform and the Products and/or Services available through the same, and agree to and abide by this Agreement.
- We reserve the right to block your access to the Umbr Tree Platform or suspend or terminate your registration on the Umbr Tree Platform, if it is brought to our notice or if it is discovered that you are incompetent to contract or have violated any provision in these Terms or violated applicable laws in relation to your use of the Platform.
- To create an Account and register you represent, warrant and covenant that you will provide accurate and complete registration information (including, but not limited to your name and address with the geographical location as a field, access to your location, language in which you wish to communicate, your e-mail address, phone number and a user name and password you will use to access the Platform, as applicable) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Account.
- You shall not (i) create any Account for anyone other than yourself without such person’s prior written permission; (ii) use a Username that is the name of another person or entity with the intent to impersonate that person or entity; (iii) use a Username or Account that is subject to any rights of a person other than you without appropriate written authorization; or (iv) use a Username that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.
- You are responsible for safeguarding your Account, so use a strong password and limit its use to this Account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. You shall be responsible for maintaining the confidentiality of your account, password and for the nature of information you provide through your Account or through the Platform at all times and for restricting and preventing unauthorized access to your account. You agree to accept responsibility for all activities that occur under your account or password.
- When you create an account on the Platform: You understand that your user account is successfully created only when you receive a confirmation message from Umbr Tree;
- You understand that from time to time, you may be provided with additional codes or passwords necessary to access and use certain offerings, features or functions of the Platform.
- You undertake not to share your user account details such as your username and password with any other person for their use of the Platform;
- You agree to get periodic text and / or email alerts and newsletters from Umbr Tree including for offers and promotions;
- You agree to notify Umbr Tree immediately if you become aware of or believe there is or may have been any unauthorized use of your username and/ or password or if You feel any other need to deactivate your User account due to security concerns.
- Umbr Tree reserves the right to disclose any information about its users including their registration data to comply with any applicable laws and / or requests from regulatory authorities / courts of law and to safeguard its interests.
- You agree and acknowledge that you will use and access the Umbr Tree Platform to purchase Products and Services only for your personal use and not for business purposes. Should you wish to order Products and services for business purposes, you shall be required to enter into an Agreement to this effect with Umbr Tree in writing upon prior approval from Umbr Tree. Umbr Tree reserves the right to refuse access to the website, terminate accounts, remove or edit content at any time without notice to you.
- You shall ensure that all information so uploaded/entered within the Platform is true and accurate. Any errors must be reported immediately or corrected. You are responsible for the correctness of your data and shall only upload information that does not infringe upon rights of third parties.
- Upon accessing the Platform, you may add the Product(s) to your Cart if you intend on buying it or add them to your Wishlist if you are interested in availing the Products and Services at a later date. You may then proceed to place an order for the items in your Cart by confirming the Products which you wish to buy, and by providing your billing and delivery address, phone number, delivery method, relevant payment and financial details for remitting payments towards purchases and such other information as required by Umbr Tree. You shall be able to correct errors on your order up to the point at which you click on ‘Submit/Place order’ on the final page of the ordering process.
- We will notify you by email as soon as possible to acknowledge receipt of your order and to provide you with an order number. We will confirm acceptance of your order by sending you an e-mail that confirms that the Products have been dispatched. We may not accept your order if an item you have ordered is out of stock, if we have identified a Product error or if we are unable to obtain authorization for your payment.
- We reserve the right to refuse any order you place with us. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made through our Platform. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
- All Products are subject to availability. Validly stated prices on our website remain in effect for so long as the Products are available or as otherwise stated on our website. We will inform you as soon as possible if the Products you have ordered are not available. Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. We reserve the right to limit the sales of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer.
- Payment can be made by any of the following methods: Credit Cards, Debit cards or through such other third-party payment gateways/service providers featured on the Platform. If you wish to pay by credit or debit card, you guarantee that you are fully entitled to use the payment card with which you make all payments related to your purchase, and you confirm that the credit/debit card details or other financial details provided by you for availing services on the Umbr Tree Platform will be correct and accurate and you shall not use the credit /debit card or financial facility which is not lawfully owned/obtained by you. You hereby represent that your card gives access to sufficient funds to cover all costs necessary for the payment of the order.
- Please note that all credit/debit cardholders and payment gateway account holders are subject to validation checks and authorization by the issuer of the card. If you, the issuer of your payment card or service provider refuse to pay or do not for any reason authorize payment to Umbr Tree, we will not be liable for any delay or non-delivery of Products. We retain the legal ownership of all Products until full payment has been made by you and received by us and legal ownership of the Products will immediately transfer back to us if we refund any payment for the Products to you. Risk in the Products transfers to you upon delivery.
- We have taken great care in the preparation of the content of this Website, in particular to ensure that the details, descriptions and prices quoted are correct at the time of publishing. However, we will only accept orders if there are no material errors in the description of the Products or its price as advertised on this website. All prices are displayed exclusive of delivery charges. The total cost of your order is the price of the Products ordered plus applicable taxes at the current rate and delivery charges as set out during the checkout process. Items in your Shopping Bag will always reflect the most recent price displayed on the item’s Products detail page.
- Prices for our Products are subject to change without notice. We reserve the right at any time to modify or discontinue the Products and Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Products and/or Services.
We will deliver the Products in accordance with the delivery option selected by you. Whenever referred to, working days shall exclude Saturday, Sunday and public holidays.
- You shall have the option to cancel your order for a product at no cost any time before we send the Dispatch Confirmation E-mail relating to that product, unless otherwise expressly specified in the Platform for certain Products and Services. Your right to cancel and return Products does not apply to Products
(i) made to your specification; or
(ii) which have been clearly personalised or
(iii) which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly or
(iv) where sealed Products have been supplied which are not suitable for return due to health protection or hygiene reasons, if they become unsealed after delivery.
- You may refer to our Return Policy for further information and instructions on cancellations, returns and refunds.
- You shall have the option to cancel your order for a product at no cost any time before we send the Dispatch Confirmation E-mail relating to that product, unless otherwise expressly specified in the Platform for certain Products and Services. Your right to cancel and return Products does not apply to Products
A. Whether in the capacity of a Visitor or User, you should not use the Platform:
- for any purpose that is unlawful, illegal or forbidden by law;
- In any manner that harms Umbr Tree or its directors, employees, affiliates, distributors, partners, service providers, and / or any other visitor/user;
- to remove any copyright and other proprietary notices contained in any content on the Platform;
- to copy, decompile, reverse engineer, or otherwise attempt to discover any source code, sell, assign or otherwise transfer any intellectual property in the Platform;
- to send communications containing unsolicited / unauthorized advertisements, promotions or marketing material;
- in any manner other than as agreed in these Terms.
B. When you use the Platform and provide your reviews on Products purchased on the Platform, you specifically undertake not to host, display, upload, modify, publish, transmit, update or share any content, through the Platform, that:
- Belongs to another person and to which you have no right;
- Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
- Harms minors in anyway;
- Infringes any patent, trademark, copyright, or other proprietary rights;
- Violates any applicable laws;
- Deceives or misleads the addressee about the origin of such messages or communicates any information that is grossly offensive or menacing in nature;
- Impersonates another person;
- Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource;
- Threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
C. You shall 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 Platform or any of its content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any of its content to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve our right to bar any such activity.
D. You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password “mining” or any other illegitimate means.
E. You shall not engage in any form of antisocial, disrupting, or destructive acts, including “flaming”, “spamming”, “flooding”, “trolling”, “phishing” and “griefing” as those terms are commonly understood and used on the Internet.
F. You will immediately notify Us of any breach or suspected breach of the security of the Umbr Tree Platform of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Umbr Tree Platform, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating such breach.
G. You shall not permit any third party to have access to the Umbr Tree Platform or to use the Umbr Tree Platform without Our prior written consent. You shall not allow any third party to access the Umbr Tree Platform or provide information on the Website and/or Application.
H. You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other user on the Platform, or any other user, including any account on the Platform not owned by you, to its source, or exploit the Platform or information made available or offered by or through the Platform in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.
I. You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or our trademarks / brand names or domain name or otherwise engage in any conduct or action that might tarnish our image or reputation, or the image or reputation of other users or third parties on the Platform. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or our systems or networks.
J. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform. You shall not attempt to copy, decompile, reverse engineer, or otherwise attempt to discover any source code, sell, assign or otherwise transfer any intellectual property in the Platform.
K. You will not forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send to us on or through the Platform or when availing any Service offered on or through the Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
L. You agree not use the Platform in any other way that violates (i) these Terms, (ii) applicable laws, or (iii) the rights of any third party.
All rights, title and interest in and to the Platform, including all material on the Platform are protected by applicable intellectual property laws. The Platform, all intellectual property in the Platform, any software, techniques and process used in the Platform, along with the trademarks, logos, images and other content available on the Platform belong to us and our licensors or respective third-party service providers / licensors. Through your use of the Platform, by no means are any rights impliedly or expressly granted to you in respect of such works.
Material on Platform is solely for your personal and non-commercial use. You agree not to reproduce, modify, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Platform and / or its content, in whole or in part, by any means. You must not remove or modify any copyright or trademark notice, or other notice of ownership. Modification of the material on the Platform, use of such material on any other Platform or networked computer environment, or use of the materials for any purpose other than your personal and non-commercial use is a violation of our intellectual property rights and is prohibited. Any use of such material for which you may receive any remuneration, whether monetary or otherwise, will be deemed as commercial use for the purposes of this clause.
You agree that you are the owner of all rights in the content that you post / upload onto the Platform. You hereby grant to us a perpetual, non-revocable, worldwide, royalty-free license to use, copy, distribute, display, reproduce, modify, adapt, the content that you post / uploaded and create derivate works of such content in order to meet our obligations under the Terms. You agree to indemnify the Platform and Umbr Tree against any claims, suits, losses that arise as a result of your User Content infringes the intellectual property or other proprietary rights of any third party.
- Subject to the provisions stated herein and as specified by Umbr Tree from time to time, the User will not hold Umbr Tree liable in case of any improper/ fraudulent/ unauthorized/ duplicate/ erroneous use of his mobile and/or the web based access resulting from Users negligence, fault or actions. Umbr Tree will also not be liable for any consequences connected with the use/misuse of User’s mobile/e-mail account by any third party. If any third parties gain access to the Services by accessing your Account, then you as the User will be responsible and shall indemnify Umbr Tree against any liability, costs or damages arising out of such misuse/use by third parties based upon or relating to such access and use, or otherwise.
- Umbr Tree may access, preserve and disclose any of your information if required to do so by law, or if we believe in good faith that it is reasonably necessary to
(i) respond to claims asserted against Umbr Tree or to comply with legal process,
(ii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes,
(iii) protect the rights, property or safety of Umbr Tree, its Users or members of the public or
- Umbr Tree grants You a limited, personal, non-transferable, non-sub-licensable and revocable license to access and use the Platform or any part thereof for availing the Products and Services, but not to download any material from it (other than page caching) or modify it, or any portion of it, except with express written consent of Umbr Tree and/or its affiliates, as may be applicable. Any unauthorized access to the Platform (or any part thereof) or any networks, servers or computer systems connected to Platform and any attempt to modify, adapt, translate or reverse engineer any part of the Platform or re-format or frame any portion of the pages of the Platform, save to the extent expressly permitted by these Terms & Conditions, is not permitted.
- This license is non-transferable and does not permit any resale or commercial use of this Platform or its contents; any downloading or copying of account information or content available on the Platform for the benefit of anyone other than Your personal non-commercial use; or any use of data mining, robots, or similar data gathering and extraction tools. The Platform or any portion of the Platform (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, distributed or otherwise exploited for any commercial purpose without express written consent of Umbr Tree and/or its affiliates, as may be applicable. Any unauthorized use of the Platform shall result in termination of the permission or revocation of the license granted by Umbr Tree.
You acknowledge and agree that certain information available on the Platform may be designated as confidential by Umbr Tree and you will not attempt to use or personally benefit or disclose such Confidential Information to any third party, without having obtained prior written consent / authorisation from Umbr Tree.
A. You may request returns for the items you buy from the Platform except those that are explicitly identified as not returnable. Products are returnable if you’ve received them in a condition that is physically damaged, has missing parts or accessories, defective or different from its description on the Product as detailed on the Platform and they are also eligible for replacement.
B. Return will be processed only if:
- it is determined that the Product was not damaged while in your possession;
- the Product is not different from what was shipped to you;
- the Product is returned in original condition (with brand’s/manufacturer’s box, MRP tag intact, user manual, warranty card and all the accessories therein).
- Products may not be eligible for return in some cases, including cases of buyer’s remorse such as incorrect model or color of product ordered or incorrect product ordered.
- Products marked as “non-returnable” on the product detail page cannot be returned. If you’ve received a non-returnable product in a damaged/defective condition, you can contact us within 15 days from the delivery of the product.
- Fine Fragrance Candles & Home Perfumes may be non-returnable due to consumable nature of the product. However, in the unlikely event of damaged, defective or different item delivered to you, we will provide a free replacement. We may contact you to ascertain the damage or defect in the product prior to issuing replacement.
- We have a NO REFUND Policy.
- The Umbr Tree Platform may provide links or direct you to various third-party websites. If you use any of these links, you may be directed / redirected to such external websites.
- If you decide to visit any such external link, you agree to do so at your own risk, responsibility and liability. Umbr Tree does not endorse any website linked to the Platform or the information appearing therein or any of the products or services described therein. You agree that Umbr Tree is in no way responsible for the accuracy, timeliness or completeness of information that it may obtain from these third parties and which may be posted / published on the Platform and as may be amended from time to time.
- WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE PLATFORM INCLUDING CONTENT AND PRODUCT LISTINGS THEREIN. UMBR TREE DISCLAIMS ANY REPRESENTATION AND WARRANTIES FOR THE SECURITY, RELIABILITY, QUALITY, TIMELINESS, AND PERFORMANCE OF (I) THE PLATFORM, CONTENT ON THE PLATFORM AND PRODUCTS OFFERED ON THE PLATFORM; OR (II) THIRD PARTY PRODUCTS OR SERVICES ADVERTISED ON OR RECEIVED THROUGH ANY LINKS OR OTHER SOURCES PROVIDED ON THE PLATFORM. UMBR TREE MAKES NO WARRANTY OR REPRESENTATION THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.
- UMBR TREE IS NOT RESPONSIBLE FOR ANY CONSEQUENCES ARISING OUT YOUR USE OF THE PLATFORM AND YOUR PURCHASE OF THE PRODUCTS. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE PLATFORM, OR THE INFORMATION ON THE PLATFORM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS, INTERNET SERVICE PROVIDERS OR THE SYSTEM.
- THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UMBR TREE IS NOT LIABLE FOR ANY NETWORK, TECHNICAL OR OTHER OPERATIONAL DIFFICULTIES OR PROBLEMS WHICH MAY RESULT IN LOSS OF YOUR DATA, MONETARY LOSS, PERSONALIZATION SETTINGS OR OTHER INTERRUPTIONS IN THE FEATURES OFFERED ON THE PLATFORM. NEITHER UMBR TREE NOR ANY THIRD PARTY IS LIABLE FOR THE DELETION, LOSS, MIS-DELIVERY, TIMELINESS OR FAILURE TO STORE OR TRANSMIT ANY FEATURES OR OTHER ASPECTS OF THE PLATFORM, CONTENT ON THE PLATFORM OR YOUR PERSONALIZATION AND / OR USER ACCOUNT SETTINGS. WHILE IT IS OUR OBJECTIVE TO MAKE THE PLATFORM ACCESSIBLE AT ALL TIMES, THE PLATFORM MAY BE UNAVAILABLE FROM TIME TO TIME FOR ANY REASON INCLUDING, WITHOUT LIMITATION, ROUTINE MAINTENANCE. YOU UNDERSTAND AND ACKNOWLEDGE THAT DUE TO CIRCUMSTANCES BOTH WITHIN AND OUTSIDE OUR CONTROL, ACCESS TO THE PLATFORM MAY BE INTERRUPTED, SUSPENDED OR TERMINATED FROM TIME TO TIME. IN PARTICULAR, AND NOT IN LIMITATION OF THE FOREGOING, UMBR TREE SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OF BUSINESS OR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE PLATFORM.
- YOU FURTHER AGREE THAT NEITHER UMBR TREE NOR ANY OF ITS AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE / PLATFORM; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS OR (vii) TECHNICAL OR OTHER OPERATIONAL LAPSES ON THE UMBR TREE PLATFORM OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE OFFERED ON THE UMBR TREE PLATFORM.
- You agree to defend, hold harmless and indemnify Umbr Tree and its licensors and affiliates from and against any and all losses, costs, expenses, damages or other liabilities incurred from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party, due to or arising out of or in connection with (a) your use or misuse of the Platform or (b) your breach of any provision of these Terms or applicable laws or (c ) any breach of the representations, warranties, and covenants made by You herein or (d) Your infringement of any intellectual property or other right of any person or entity, (e) or any fraud, negligence, wilful misconduct or intentional wrongdoing on your part or on the part of your employees, subcontractors and agents in performance of their obligations under these Terms or (f) as a result of any threatening, libellous, obscene, harassing or offensive material posted/ transmitted by You on the Platform.
- You shall not settle or compromise any such matter without our prior written consent. Umbr Tree shall be entitled to participate in such defence through our own counsel at your cost and expense.
TO THE FULLEST EXTENT PERMITTED BY LAW, UMBR TREE IS NOT LIABLE FOR ANY INDIRECT, REMOTE, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, EVEN IF UMBR TREE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION TO DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE PLATFORM OR (B) THE SERVICES OR PRODUCTS PROCURED VIA THE PLATFORM OR (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, OR (D) MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS OR (E) TECHNICAL OR OTHER OPERATIONAL LAPSES ON THE PLATFORM. IN ANY EVENT, OUR OVERALL AND AGGREGATE LIABILITY ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE SUBSCRIPTION PAID BY YOU FOR USING THE PLATFORM OR INR 5,000, WHICHEVER IS LOWER.
- These Terms along with your use of the Umbr Tree Platform is governed by and construed in accordance with the laws of India. Any dispute arising out of the Terms shall be subject to jurisdiction of courts of Bangalore in India.
- Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by Arbitration in India, before a single arbitrator in accordance with the Arbitration and Conciliation Act 1996 along with all amendments.
- The venue and seat of arbitration shall be Bangalore, India. The governing law of the Agreement shall be the substantive law of India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the Parties.
- The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with the Agreement.
In accordance with Information Technology Act 2000 and rules made there under, the name and contact details of the Grievance Officer is as follows:
UMBR TREE PRIVATE LIMITED
Shed No. K-15, KHPL Compound,
Survey No.52/2, Bashettihalli Village,
Doddaballapura Main Road,
Bengaluru Rural – 561203.
Phone: +91 9731560700
- Entire Agreement: The Terms constitute an entire, valid and binding agreement between you and Umbr Tree and governs your access and use of the Platform.
- Advertisement: Umbr Tree shall have the right to place advertisements and publicity materials of its choice, including that pertaining to parties other than itself for commercial use through electronic means on the Platform.
- Binding Nature: This Agreement shall be binding upon you and Umbr Tree and your successors-in-interests and permitted assigns.
- Severability: If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
- Waiver: The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
- Assignment: You may not assign or sub-license, without the prior written consent of Umbr Tree, the rights, duties or obligations under the Terms, in whole or in part, to any person or entity. Umbr Tree may assign or sub-license in whole or in part any of its rights, duties or obligations under the Terms to any of its affiliates.
If you have any questions or concerns regarding these Terms or for any technical support, please contact us at email@example.com
These Terms were last updated on 18th December, 2020.
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