Terms of Use

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Website or the APP or by purchasing or using the Products, you agree to these Terms herein and all other operating rules, policies and procedures that may be published from time to time, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. For clarity, we reserve the right to terminate or modify the Services in whole or in part in any manner in our sole discretion, without notice. You agree that the Services are made available solely for your personal and non-commercial use and these Terms apply to all users of the Services. UMA reserves the right to deny providing Services to users who do not follow the Terms or who may be suspected or known to be participating in illegal activities, such as fraud, identity theft, or money laundering.

If you are using the Services on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, "you", "your" and "user" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and UMA.

If you are: (a) accessing, using, receiving or purchasing the Services on behalf of an individual who (i) is physically or mentally incapable of accessing, using, receiving or purchasing the Services, or (ii) otherwise requires, requests or authorizes you to access, use or receive the Services on their behalf; or (b) assisting an individual to access, use, or receive the Services who (i) is mentally or physically incapable of accessing, using, receiving or purchasing the Services on their own, or (ii) otherwise requires, requests or authorizes your assistance in accessing, using, receiving or purchasing the Services, you are agreeing to the Terms for that individual and representing and warranting that you have the authority to bind that User to the Terms.

By entering into these Terms and/or accessing or using the Services, you expressly acknowledge that you understand these Terms and accept all of its terms and conditions, and the Privacy Policy, as applicable (collectively the "Related Agreements"). IF YOU DO NOT AGREE TO BE BOUND BY THE RELATED AGREEMENTS, YOU MAY NOT USE OR ACCESS THE SERVICES.

Once a transaction has been initiated, you agree and are responsible to ensure that: (i) you will not place other items or materials into and you will not place any tampered Products back into the UMA Smart Equipment; (ii) you will not attempt to claim a refund for a Product purchased from any prior transactions; (iii) you will not damage any other Products inside the UMA Smart Equipment or the equipment itself; (iv) you will not begin consumption or use of any Products until the transaction is completed; (v) you will not leave or attempt to leave the UMA Smart Equipment door open or allow unauthorized access by other individuals; and (vi) you will not attempt to do any other actions unless otherwise permitted or guided by these Terms or our APP. Violation of these representations may result in suspension or termination of your access to the Services and you may be held liable for any resulting damages or losses. You agree to comply with all applicable laws and regulations while using the UMA Smart Equipment and Services.

You can register for the Account without the payment of any fees. Our Products will be clearly labelled with their applicable fees and you will be charged on your Account for the Products purchased once the transaction is completed. Although prices of most Products do not fluctuate daily, prices of some Products may change from time to time. For any transaction, the price of the Product shall be the price prevailing at the date on which the Product is purchased. Using our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.

There may be instances where our UMA Smart Equipment and the software it contains and other Services result in technical errors, particularly in recognizing and charging the correct fee or charging incorrectly. Should such errors occur, the user can contact us through the APP or via email and we reserve the right, in our sole discretion, to review the Recordings to validate such claims, rectify any errors and process a refund if applicable. For clarity, in the instance of erroneous charge, UMA reserves the right to readjust the specific amount of the Paid Services directly from your Account in our APP using the same Payment Method as was originally authorized.

If you wish to raise a complaint or dispute a transaction or request for refund regarding a transaction, please do so within 24 hours of the transaction by sending us a written request by email to: general@uma.today. UMA will review all written requests along with available UMA Smart Equipment recordings to verify the transactional process. Only errors made by UMA are subject to refunds. If you were charged or overcharged for Products that were not purchased, upon receiving satisfactory evidence or reviewing Recordings to verify the same, a refund will be issued. However, UMA will not intervene or be required to respond in disputes between purchasers/end users and the supplier/manufacturer of the Products or product packaging.

We reserve the right to introduce or change a fee regarding your access to or use of the Service from time to time. If a fee is changed or a new fee is introduced, it will take effect no earlier than thirty (30) days from the date it is posted on the Service. If you do not accept the changed or new fee, you must terminate your Account prior to the end of the thirty (30) day period. After such period, if your Account is not terminated, your continued use of the Service indicates your agreement with the new fees after the effective date of the change.

You may be required to provide a credit card, other payment and/or banking information when registering for an Account. If and when you add a credit card, payment method and/or banking information to an Account, you represent and warrant that you are authorized to use such designated payment method, and you authorize us to provide this information to our third-party payment processor. You acknowledge and agree that our third-party payment processor's terms will govern your agreement and interactions with them and that we have no liability arising from your use of or access to such payment processor. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled until you are able to resolve the payment issue. For greater clarity, if you do not rectify any payment issues or meet payment obligations, we reserve the right to terminate Services and refer you to applicable collection agencies.

We only permit Account registration by individuals. Registration of the Account will require a cellular mobile phone number to complete ("Phone Number") as the APP will require SMS text message codes to proceed to registration. Your Phone Number will become your Account User ID. You acknowledge and agree to pay for additional fees which may become applicable and charged by your cellular mobile service provider. Once your Account has been registered you will need to complete and verify an applicable payment method. The APP or the payment processor will send the entered information and payment method to your financial institution for verification. Once the payment method has been verified, it will be permanently linked to your Account. You are responsible for providing accurate and complete information to us and to keep your Account information, including payment method fully updated.

Our APP may permit you to link to other applications, websites, services, or resources ("Third Party Services") operated by third parties which are not under the control or in association with or affiliated with UMA. When you access Third Party Services you acknowledge that these service providers may have their own terms of use and service fee and charges that you will be responsible for. You acknowledge that we are not responsible or liable for the functions, charges, accuracy, legality, appropriateness or any other aspect of such Third Party Services.

You are solely responsible for any activities that occur on your Account and for keeping your Account password secure. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person's user account or registration information for the Services without permission.

You must notify us immediately of any change in your eligibility to use the Services and any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service.

We carry Food Products which may be highly perishable and are prepared by third party suppliers, and we carry other Products which are manufactured by third party manufacturers. As such it may be subject to availability that is sometimes out of our control. UMA reserves the right to limit quantities available for sale in the UMA Smart Equipment and the right to reject all or part of your order without prior notice.

In the unlikely event that the temperature in the UMA Smart Equipment has exceeded safe refrigeration temperature, or if the Food Products or Products in general have been tampered with, or if you otherwise believe the Food Products are not safe to consume for some other reason, do not consume any items and contact us immediately at general@uma.today. You are responsible for checking the condition and expiry of the product before completing the transaction and consumption of the same. In addition, pregnant women, young children, older adults and individuals with weakened immune systems should follow Health Canada's recommendations on food consumption for vulnerable populations.

You are solely responsible for, and assume all risks related to consumption of the Food Products you receive from UMA Smart Equipment. You are also solely responsible for knowing about any food allergies you may have and verifying the Products and their contents before handling, preparing, using or consuming such food. You understand, acknowledge and agree that we or our suppliers prepare, store, portion and package products containing all major North American allergens (crustaceans and molluscs, shellfish, egg, fish, milk, mustard, peanut, tree nuts, sesame, soy, wheat or triticale, sulphites) and cannot guarantee that cross-contamination will not occur between products.

Our supplier will do their part in accordance with applicable laws to share accurate information about ingredients, nutrition facts and price for each product. However, we cannot guarantee the accuracy of that information. Where UMA becomes aware of a food product which is not fit for human consumption or has the potential risk of injury to human health, UMA will take action to mitigate the risk where possible and cooperate with the applicable regulatory agencies. We will not be responsible for any damage resulting from your reliance on nutrition information or ingredients. You acknowledge, understand and agree that your use of the services and the products is entirely at your own risk.

UMA will comply with all applicable federal, provincial and local laws, rules and regulations concerning personal information (collectively, "Privacy Laws"). You understand that personal information, including Recordings, collected during your use of UMA's Services and Products will be treated in accordance with UMA's Privacy Policy. UMA will: (a) only process personal information for the purposes of performing its obligations and exercising its rights pursuant to these Terms or as otherwise instructed by you in writing from time to time; (b) not disclose any personal information to any third party except as contemplated by these Terms or with your prior written consent; (c) where any disclosure or transfer of personal information is required by law, unless prohibited by applicable law, promptly notify you in writing before complying with any such requirement for disclosure; (d) implement commercially reasonable physical, technical and administrative measures aimed at safeguarding the personal information against loss, theft, damage or unauthorized or unlawful access or processing; (e) limit access to personal information only to those employees and sub-processors who need to have access for the purposes of UMA's regular operations; (f) notify you at the first reasonable opportunity upon UMA becoming aware of, or suspecting, any loss, theft, damage or unauthorized or unlawful processing of personal information; and (g) upon the termination of UMA's Services, securely dispose of all personal information in the possession or control of UMA, subject to a legal requirement to maintain such personal information.

The term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us.

Other than as expressly permitted in these Terms, the Service, Content, and license granted to users are subject to the following restrictions:

(i) The Service is for your use only. You may not resell, lease or provide it in any other way to anyone else. (ii) You may not make or distribute copies of the Service. (iii) You may not alter, merge or translate the Service, or decompile, reverse engineer, or disassemble it. (iv) You may not modify, reproduce or create derivative works based on the Service or the Content. (v) You may not use the Service for any application deployment or ultimate production purpose. (vi) You may not use the Service to develop any application, software, offering or service having the same or similar primary function as the Service. (vii) You may not remove or modify any copyright, trademark or other proprietary notices placed in the Content. (viii) You may not impersonate any person or entity, stalk, threaten, or otherwise harass any person. (ix) You may not index, scrape, "data mine", survey or in any way reproduce or circumvent the navigational structure or presentation of the Service. (x) You may not transfer or sell your Account, password and/or identification to any other party.

All Content added, created, uploaded, submitted, distributed, or posted to the Services by users ("User Content") is the sole responsibility of the person who originated such User Content. We do not claim any ownership interest in your User Content, but by posting or distributing User Content to or through the Service, you grant UMA and its affiliates a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content in the manner and for the purposes which the Service uses such User Content.

Any content posted by UMA including on the Website, APP, or social media, including information pertaining to UMA offerings and third party links, is offered for informational purposes only and is at all times subject to the disclaimers contained herein.

By creating an Account, you agree to receive certain communications from UMA. For example, you may receive notifications, a newsletter and/or other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you may be provided by email, by posting to your Account page, or by posting elsewhere on the APP or the Website. It is your responsibility to periodically review the APP, Website and your Account page for notices.

UMA may terminate your access to all or any part of the Services and your Account at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. You shall have the ability to delete your Account and terminate the Service either directly or by sending us a written request by email to: general@uma.today. UMA reserves the right to suspend or remove any Account which is suspected of or known to be associated with activities contrary to these Terms.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

UMA reserves the right to change or modify any of the terms and conditions contained in these Terms at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Account and/or post a notice on your Account page or elsewhere on the APP and/or Website. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions, and your continued use of the Service after such time will constitute your acceptance of such changes or modifications.

You agree that all disputes between you and UMA (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration in Ontario, Canada under the Arbitration Act, 1991 S.O. 1991, c.17, as amended from time to time, by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. You and we hereby expressly waive trial by jury. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.

Neither you nor we will participate in a class action or class-wide arbitration for any disputes which may arise under these Terms. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

You hereby acknowledge and understand that the Products and Food Products contained in the UMA Smart Equipment are not prepared directly by UMA. You acknowledge that UMA is an intermediary distributor and is not the provider, designer, manufacturer or supplier of the Products, including Food Products, or the product packaging.

UMA has no special relationship with or fiduciary duty to you. If you have a dispute with another user, provider, designer, manufacturer or supplier of the Products, you acknowledge and confirm that UMA shall not be responsible or liable, directly or indirectly, for any damage or loss or injury which may be caused or alleged to be caused by or in connection with the use of the Products or consumption of the Food Products. You release UMA (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, damage, loss, or injury.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UMA AND ITS AFFILIATES DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

You waive and shall not assert any claims or allegations of any nature whatsoever against UMA, its affiliates or subsidiaries, and each of our and their respective officers, directors, employees, contractors, content providers, vendors or other partners, their contractors, and any of their successors or assigns (collectively, the "Released Parties"), directly or indirectly, arising out of or in any way relating to your use of the Service or the Content.

You shall defend, indemnify, and hold harmless UMA and the Released Parties from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to your use or misuse of, or access to, the Services and the Products, any violation of these Terms, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity.

IN NO EVENT SHALL UMA, NOR ITS RELEASED PARTIES, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES AND PRODUCTS: (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF LIFE, LOSS OF REPUTATION, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (A) FEES PAID TO US FOR THE RELEVANT SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.

If you are dissatisfied with the Service, do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using the Service.