Terms of Use
Current update version: 2024 November
Terms of Use
These Terms of Use (“Terms”) constitute a legally binding agreement between you and UMA LTD. (“UMA” or “we”, as applicable) which set forth the terms and conditions that govern your use of the UMA website [Uma.today]; the UMA mobile application (“APP”); UMA’s provision of certain food, beverage and other Products (“Products”) to end users using UMA smart equipment (including but not limited to smart pantries, fridges or freezers and any related equipment, components, and parts); UMA’s product packaging; your use of the firmware installed on UMA smart equipment; your use of the software that interfaces with the UMA smart equipment; and shall also govern installation services, product support, and marketing services (collectively, our “Services”). Please read these Terms fully and carefully before using our Services. By using the UMA mobile application and our other Services, you agree to be legally bound by these Terms. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms and confirms your responsibility for all of your activity in connection with the Services.
1. Acceptance.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Website or the APP, 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. Certain Services may be subject to additional terms and conditions specified by us from time to time and your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. 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.
2. Age and Eligibility.
You represent and warrant that you are at least 18 years of age. In order to enter into a monetary transaction while using our Services, you must be at least eighteen (18) years old and have a valid method of payment with full authority to use it. Anyone who is under eighteen (18) years old must be supervised by a legal guardian. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
3. Our Service and How It Works.
UMA will provide the technological solution (software, hardware, firmware) for making available ready-to-heat meals, curated ready-to-eat meals, baked goods, and beverages (“Food Products”) and other items, which are all referred to as Products, to purchasers and end users using the UMA smart equipment. You may purchase such Products by using the UMA smart equipment and their APP and/or Website. The purchasing process will involve you scanning bar-codes/QR codes and other applicable programming codes to re-direct you to download the APP from android or Apple mobile application stores. The UMA APP will be available for downloaded for free but you will need to register for an account on the Website and/or the APP (an “Account”) to access or utilize certain Services (see below for more information). We will never ask you to pay by scanning without first entering our APP and being able to open the doors of our UMA smart equipment! When you use the UMA smart equipment, always use scan our built-in QR code to identify your UMA smart equipment location, after a short processing time, you can open the front door to initiate a transaction. When a transaction is initiated, the camera systems will also initiate and begin video recording, we will do our best to remind you again in the APP or on the machine that you are being recorded. The APP Products you choose and remove from the UMA smart equipment will be recorded and once the door closes, the UMA smart equipment will deem the transaction to be completed and your Account will be charged for the product(s) removed. If you initiate a transaction but decides not to remove a Product, once the door closes, the UMA smart equipment will deem the transaction to be terminated with no charge to your Account. Once a transaction has been completed, please ensure that you do not litter and all refuse/garbage is appropriately thrown away in the nearest garbage receptacle.
Once a transaction has been initiated, you agree and are responsible to ensure that: (i) you will not place other items into and you will not place any tampered Products back into the UMA smart equipment; (ii) you will not attempt to illegally attempt to refund a Product from a prior transaction; (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; and (vi) you will not attempt to do any other actions unless otherwise permitted or guided by these Terms or our APP.
4. Our Fees.
Our Products will be clearly labelled with their applicable fees. 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.
5. Accounts, Payments, and Third Party Services.
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 (as subsequently defined). 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, which may require use of a payment processor (please review below for Third Party Services). 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. You must promptly notify us or our payment processor (as further described below) if your payment method is unable to be charged, frozen or otherwise canceled (e.g., for loss or theft). You agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.
Our APP may permit you to link to other applications, websites, services, or resources (“Third Party Services”), which will also include any payment processor, 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. When you access third party resources on the Internet, you do so at your own risk. You acknowledge that the inclusion of a link to any Third Party Service does not imply our endorsement or any association between us and the service provider. 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 acknowledge that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content or services available on or through any such Third Party Services. We are not responsible for error by any payment processor. By choosing to use Paid Services, you agree to pay us, through the Third Party Service payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Third Party Service, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
You are solely responsible for any activities that occur on your Account and for keeping your Account password secure. You are also solely responsible for all actions you take on the Account, including but not limited to sharing personal details and information with other users. 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.
6. Promotions and Availability.
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 reserve 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. We will do our utmost to not have this happen, but sometimes we won’t have any choice.
7. Food Safety.
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. UMA not responsible for ensuring that food you purchase or consume are in accordance with your respective dietary needs, restrictions or preferences.
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, tree nuts, wheat or triticale, sulphites) and cannot guarantee that cross-contamination will not occur between products. Please note that excluding dietary needs or ingredients (via allergens, intolerances, dislikes) in your Account, if applicable, during account set up does not guarantee that available food products will exclude these ingredients or products. You should always consult with your physician or other healthcare professional before adopting any health or dietary changes based on information UMA or any other parties provide.
Our supplier will do their part in accordance with the 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 Authorities and/or other applicable regulatory agencies, as instructed. 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.
8. Data Collection & Video Footage Recording.
UMA will collect user data for our own internal use only, such as for user tracking and business analysis purposes, and you hereby consent to being recorded. UMA smart equipment is also designed with video cameras that are required to record video footages for determining Products selection by the purchaser and end user. The video footage recordings are collected as byproducts of operating the UMA smart equipment but will be kept internally for a period of approximately five (5) days for resolving Requests. While our UMA smart equipment and the camera systems it contains will capture individual figure in the video footages, it does not have facial recognition technologies. We will not share user data or video footages with any third parties such as third-party institutions, businesses, and governmental departments and authorities, unless it is necessary for the operation of the UMA smart equipment or if there are security and personal safety concerns due to suspected or confirmed illegal/criminal activities. User data and information and video footages will be stored on encrypted and secure cloud-based servers provided by Third Party Services. While we will do everything our power to ensure the security of user data and information and video footages, it is ultimately the responsibility of the service provider selected for our servers and UMA shall not be held responsible for third party breaches. For more details, please review our Privacy Policy.
9. Confidential Personal Information.
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 video footages, collected during your use of UMA’s Services and Products, including the any personal information of purchasers and end users, 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 and other organizational 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.
10. Intellectual Property.
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, particularly that on the APP and/or Website. 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 (i.e., to download and display locally) 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. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the Services.
All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
11. Media and Advertisement.
Any content posted by UMA including on the Website, APP, Wechat, blog, or social media, including, but not limited to information pertaining to UMA offerings and third party links is offered for informational purposes only. It is at all times subject to the disclaimers contained herein.
12. Termination.
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 and use which are contrary to these Terms herein. 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.
13. Price Re-Adjustment & Dispute Resolution.
There may be instances where our UMA smart machine and the software it contains and other Services result in technical errors, particularly in recognizing and charging the correct fee. Should an error occur, UMA reserves the right to readjust so that the originally intended transaction can be completed. 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] (“Requests”). 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 recording footages 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.
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 (“Arbitration Act”), as made be amended from time to time, by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of arbitrators, and 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. This dispute resolution provision will be governed by the Arbitration Act, as amended from time to time. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.
Neither you nor we will participate in a class action or class-wide arbitration for any disputes which may arise under these Terms when using our Services and Products. 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.
14. Disclaimer of Liability.
You hereby acknowledge and understand that the Products and Food Products contained in the UMA smart equipment are not prepared directly by UMA. The distribution of certain Products, including Food Products, using the UMA smart equipment require that such Products be packaged and labelled using packaging and labelling that is compatible with and can be read by the UMA smart equipment, firmware, and software Services. 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. You acknowledge that we have no duty to take any action regarding: which users gain access to the Services or is able to use the UMA smart equipment; what Content you access via the Services, APP or Website or how you may interpret or use the Content; or any dispute that may arise between you and any other user in connection with the Services or otherwise, including without limitation related to any information included in the description of the item, photographs of the item, payment for an item, or the shipment/delivery, quality or condition of, or damage to any purchased item.
If you have a dispute with another user, provider, designer, manufacturer or supplier of the Products, including Food Products, or the product packaging, 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. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
The Services are provided “as is”, “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, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. UMA (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents), our suppliers, our partners and our content providers 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, APP, Website, is free of viruses or other harmful components; or (iv) the results of using the Services, Products, or consumption of Food Products will meet your requirements. You acknowledge that your use of the Services is solely at your own risk.
15. Indemnification and Limitation of Liability.
You shall defend, indemnify, and hold harmless UMA, our affiliates and subsidiaries, and each of our and their respective officers, directors, employees, contractors, content provider, in-house suppliers and representatives 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 (damage to our machines and Products), any agreement or dispute between other users of our Services with respect to any transaction, 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. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
In no event shall UMA, nor our affiliates and subsidiaries, and each of our and their respective officers, directors, employees, contractors, content provider, in-house suppliers, and representatives 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, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages or injury in excess of (in the aggregate) of the greater of (A) fees paid to us for the particular part of our Services or Products during the immediately previous three (3) month period or (B) $500.00. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest extent of applicable law.
16. General Terms.
a. Entire Agreement and Severability. These Terms are the entire agreement between you and UMA with respect to the Services, including use of the APP or Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) with respect to the Services. If any provision of these Terms found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
b. Jurisdiction. These Terms shall be deemed to be governed by and construed and enforced in accordance with the laws of the Province of Ontario.
c. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
d. Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
e. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms between you, any end user, and UMA, and neither party has any authority of any kind to bind the other in any respect.
f. Notices. Unless otherwise specified in these Terms, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [general@uma.today].
g. No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver.
h. Headings & Gender & Plural. The section and paragraph headings in these Terms are for convenience only and are not a part of these Terms and do not in any way interpret, limit or amplify the scope, extent or intent of these Terms or any of the provisions hereof. The words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.