TERMS AND CONDITIONS

2. User Obligations

   1. Service Eligiblity

      1. You are at least 18 years old and are of sound mind and eligible to enter into contracts.
      2. You will only have one Umwuga account, which will be in your real name.
      3. You are not already restricted by Umwuga from using the Services. Please note that creating an account with false information is a violation of this Terms and Conditions and also fraudulent, including accounts registered on behalf of others or persons under the age of 18.

   2. Your Account

      1. You will keep your password a secret and not share it with anyone else.
      2. You will not share an account with anyone else and will follow the terms of this Terms and Conditions, any other rules we put in place from time to time and the law.
      3. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account (e.g., contacts) and (3) follow the law and our professional etiquette and engagement rules which we will publish from time to time on our website. You are responsible for anything that happens through your account unless you close it or report misuse to us.
      4. Your account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

   3. Notices and Messages

      1. You consent to us providing notices and messages to you through our websites, apps, and contact information. You agree to keep your contact details updated so you do not miss out on any important information.
      2. You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address).
      3. You can control and limit messages you receive from us by going to "settings" in your profile.

   4. Sharing

      1. When you share information on our Services, others can see, copy and use that information.
      2. Our Services allow messaging and sharing of information in many ways, such as your profile, articles, links to news articles, and messages. Information and content that you share or post may be seen by other Members, Visitors or others (including off of the Services). Where we have made settings available, we will honour the choices you make about who can see content or information (e.g., message content to your addressees or sharing content only to Umwuga connections).
      3. We are not obligated to publish any information or content on our Service and can remove it with or without notice.

3. Rights and Limits

   1. Your License to Umwuga

You own all of the content, feedback and personal information you provide to us, but you also grant us a non-exclusive license to it for as long as you use our Services.

You own the content and information that you submit or post to the Services, and you are only granting Umwuga and our affiliates the following non-exclusive license:

A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

1. 1. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
   2. We will not include your content in advertisements for the products and services of third parties to others without your separate consent. However, we have the right, without payment to you or others, to serve ads near your content and information, and your social actions may be visible and included with ads, as noted in the Privacy Policy. If you use a Service feature, we may mention that with your name or photo to promote that feature within our Services, subject to your settings.
   3. We will get your consent if we want to give others the right to publish your content beyond the Services. However, if you choose to share your post as "public", we will enable a feature that allows other Members to embed that public post onto third-party services, and we enable search engines to make that public content findable though their services.
   4. While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
   5. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

If content includes personal data, it is subject to our Privacy Policy.

You promise to only provide information and content that you have the right to share, and that your Umwuga profile will be truthful.

You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. Umwuga may be required by law to remove certain information or content in certain countries.

1. 2. Service Availability

      1. We may change, suspend or end any Service or part of the Services or modify our prices at any time, except that changes to prices will not be retrospective.
      2. We don’t promise to store or keep showing any information and content that you posted. Umwuga is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

   3. Other Content, Sites, and Apps

      1. You use other’s information and share their posts on our Services at your own risk.
      2. Others may offer their own products and services through our Services, and we aren’t responsible for those third-party activities.
      3. You understand that you engage with other Members or Visitors at your own risk. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Umwuga generally does not review content provided by our Members or others. You agree that we are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse. You also acknowledge the risk that you or your organization may be mistakenly associated with content about others if we let connections and followers know you or your organization were mentioned in the news.
      4. Umwuga helps to connect Members offering their services (for example gardening, hairdressing, painting, etc.) with Members seeking such services. Umwuga does not perform nor employs individuals to perform these services. You must be at least 18 years of age to offer, perform or procure these services. You acknowledge that Umwuga does not supervise, direct, control or monitor Members in the performance of these services and agree that (1) Umwuga is not responsible for the offering, performance or procurement of these services, (2) Umwuga does not endorse any particular Member’s offered services, and (3) nothing shall create an employment, agency, or joint venture relationship between Umwuga and any Member offering services. If you are a Member offering services, you represent and warrant that you have all the required licenses and will provide services consistent with our Professional Community Policy.
      5. Similarly, Umwuga may help you register for and/or attend events organized by Members and connect with other Members who are attendees at such events. You agree that (1) Umwuga is not responsible for the conduct of any of the Members or other attendees at such events, (2) Umwuga does not endorse any particular event listed on our Services, (3) Umwuga does not review and/or vet any of these events, and (4) that you will adhere to these terms and conditions that apply to such events.

   4. Limits to your use of the Services

      1. We have the right to limit how you connect and interact on our Services.
      2. Umwuga reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Umwuga reserves the right to restrict, suspend, or terminate your account if you breach this Terms and Conditions or the law or are misusing the Services by violating our policies.

   5. Intellectual Property Rights

      1. Umwuga reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Umwuga logos and Umwuga lion icon and trademarks, service marks, graphics and logos used for our Services are trademarks of Umwuga.

   6. Automated Processing

      1. We use data and information about you to make relevant suggestions to you and others so that you may better enjoy the Services.
      2. We use the information and data that you provide and that we have about Members to make recommendations for connections, content and features that may be useful to you. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.

4. Disclaimer and Limit of Liability

   1. No Warranty

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

UMWUGA AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UMWUGA AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1. 2. Exclusion of Liability

These are the limits of legal liability we may have to you.

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS UMWUGA HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS TERMS AND CONDITIONS), UMWUGA, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

UMWUGA AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS ONE MONTH’S SUBSCRIPTION FEE PAID OR PAYABLE BY YOU TO UMWUGA FOR THE SERVICES.

1. 3. Basis of the Bargain; Exclusions

The limitations of liability in this Section 4 are part of the basis of the bargain between you and Umwuga and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Umwuga or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.

5. Termination

We can each end this Terms and Conditions, but some rights and obligations survive.

Both you and Umwuga may terminate this Terms and Conditions at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

1. Our rights to use and disclose your feedback;
2. Members and/or Visitors’ rights to further re-share content and information you shared through the Services;
3. Sections 4, 6, 7, and 8.2 of this Terms and Conditions;
4. Any amounts owed by either party prior to termination remain owed after termination.

You can visit “settings” in your profile to close your account.

6. Governing Law and Dispute Resolution

In the unlikely event we end up in a legal dispute, you agree to resolve it in London courts using English law.

This section shall not deprive you of any mandatory consumer protections under the law of the country to which we direct Services to you, where you have your habitual residence.

7. General Terms

If a court with authority over this Terms and Conditions finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Terms and Conditions.

This Terms and Conditions (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don't act to enforce a breach of this Terms and Conditions, that does not mean that Umwuga has waived its right to enforce this Terms and Conditions. You may not assign or transfer this Terms and Conditions (or your membership or use of Services) to anyone without our consent. However, you agree that Umwuga may assign this Terms and Conditions to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Terms and Conditions.

You agree that the only way to provide us legal notice is at the addresses provided in Section 10.

8. Umwuga "Dos and Don'ts"

   1. Dos

You agree that you will:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information to us and keep it updated;
3. Use your real name on your profile; and
4. Use the Services in a professional manner.

1. 2. Don'ts

You agree that you will not:

1. Create a false identity on Umwuga, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
2. Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
3. Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Umwuga;
5. Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license;
7. Violate the intellectual property or other rights of Umwuga, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word “Umwuga” or our logos in any business name, email, or URL;
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
10. Imply or state that you are affiliated with or endorsed by Umwuga without our express consent;
11. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Umwuga’s consent;
12. Deep-link to our Services for any purpose other than to promote your profile on our Services, without Umwuga’s consent;
13. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
14. Monitor the Services’ availability, performance or functionality for any competitive purpose;
15. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
16. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services;
17. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
18. Violate any additional terms concerning a specific Service that are provided when you sign up for or start using such Service, and the Bing Maps terms where applicable.

9. Complaints Regarding Content

Contact information for complaint about content provided by our Members.

We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. For complaints concerning content posted by our Members, send an email to hello@umwuga.com.