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 Smart Equipment (as defined below), UMA website at: Uma.today (“Website”); 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 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. In such a case, “you”, “your” and “User” will also refer to that individual and yourself individually. For greater clarity, both you and such individual are  legally bound by these Terms which form an agreement between you and UMA. 
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  defined below), 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.  

2. Age and Eligibility to use the Services. 
(a) Eligibility. The Services may only be used by individuals who can form legally binding contracts  under applicable law and the Services is not available to anyone under the age of majority unless  represented by a legal guardian. By accessing or using the Service, all users confirm that they  meet the eligibility requirements outlined above. We reserve the right to verify user eligibility and  consent requirements at any time. If an ineligible user has created an account, we will take actions  to deactivate and/or terminate the user account along with deletion of any related user data,  subject to applicable laws. We may, in our sole discretion, refuse to offer the Services to any  person or entity and change the eligibility criteria at any time in accordance with applicable laws.  You are solely responsible for ensuring that you are in compliance with all laws, rules and  regulations as applicable to you for all access or use of our Services. Further, the Services are  offered only for your use, and not for the use or benefit of any third party.  
(b) Connection. In addition to access or use certain parts of the Services, you must have continued  access to the internet. You are responsible for obtaining the data network access necessary to  access or use the Services. Your mobile network’s data and messaging rates and fees may apply,  and you are responsible for such rates and fees.  

3. Our Services and How It Works. 
(a) Service Offerings. UMA provides technological solution (software, hardware, firmware) through  automated smart vending machines and other equipment (“UMA Smart Equipment”) offering  ready-to-heat meals, curated ready-to-eat meals, baked goods, and beverages (“Food Products”)  and other items (collectively, the “Products”), to purchasers and end users of the Services at  various locations. You may purchase such Products by accessing the UMA Smart Equipment,  through the APP and/or the Website. Use of UMA’s services may constitute an offer and  acceptance of a contract for the sale of goods, governed by applicable commercial law. 
(b) Access to Services. If you choose to purchase any Products at a location that offers UMA Smart  Equipment, you are required to scan the bar-codes, QR codes or other applicable programming  codes as provided on such UMA Smart Equipment, which will direct you to download the APP  from the Android or Apple mobile application stores. The APP will be available for download for  free and you will need to register for an account on the Website and/or the APP (an “Account”)  to access or utilize the Services and provide certain information to register for an Account as described in the Privacy Policy. We do not ask you to pay for the Services before registering for  an Account on our APP and granting you access to open the doors of our UMA Smart Equipment.  To get access to any UMA Smart Equipment and to purchase Products, always use or scan our  built-in QR code to first identify the UMA Smart Equipment at the designated location and after  we verify your Account details, the door of the UMA Smart Equipment will open to initiate a  purchase transaction for any Products. The Products you remove from an UMA Smart Equipment  will be recorded on your Account on the APP and/or Website and when the door closes, 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 decide not to remove a Product, once the  door closes, 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. 
(c) Data Collection and Video Recordings. UMA Smart Equipment is equipped with internal camera  systems with video and audio recordings (“Recording”) limited for the purposes of the security  of users, to validate user transactions and review user disputes or refund claims, and to protect us  against theft or damage by any user. Recording is activated only when the door of the UMA  Smart Equipment is opened by the user and stops when the door is closed. No Recording occurs  based on proximity, field of vision, or passive movement. UMA does not use facial recognition  technologies, and no biometric identification is performed. All Recordings are stored securely on  encrypted, cloud-based servers managed by Third Party Services (as defined below). Recordings  are retained for a period of thirty (30) days and are automatically deleted thereafter, unless  required for an active investigation or as mandated by applicable law. For clarity, UMA does not  share Recordings or user data with any third parties, except if required by applicable law  including for insurance or criminal investigations, or in response to valid law enforcement  requests. Any user data collected in such Recordings is for our internal use only for the purposes  described in this section and by using our Services you consent to being recorded in such  Recordings and data collection by UMA for such limited purposes.  

4. User representations 
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. 

5. Our Fees, Payment and Refunds.
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 (as noted  below) 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 (“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 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, your Account or as otherwise communicated to  you in writing by UMA. 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. Any change to fees will not be applicable to the billing period in which  the change occurs. 
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. You agree to review our third-party payment processor’s terms and  policies. We reserve the right to switch payment processing vendors in its discretion. 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. 

6. 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 review and correct any errors or mistakes by Third Party Services at  any stage of the Services. 
Any use of the APP and/or Website may contain links to third-party websites (“Third Party Sites”)  or third-party content (“Third Party Content”) as a service to those interested in this information.  You use links to Third Party Sites, or any Third-Party Content or services provided there at your own risk. UMA does not monitor or have any control over, and makes no claim or representation  regarding, such Third-Party Content or Third-Party Sites. UMA provides these links only as a  convenience, and a link to a Third-Party Site or Third-Party Content does not imply UMA’s  endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party  Content. UMA accepts no responsibility for reviewing changes or updates to, or the quality, content,  policies, nature or reliability of any Third-Party Content, Third-Party Sites, or websites linking to the  Service. You should review applicable terms and policies, including, without limitation, privacy and  data gathering practices, of any Third-Party Site, and you should make whatever investigation you  feel necessary or appropriate before proceeding with any transaction with any third-party. 
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.  

7. 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. 

8. 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.  

9. Confidential 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 Recordings, 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. 
Other than as expressly permitted in these Terms; the Service, the Content and the license granted to  the users are subject to the following restrictions, terms and conditions: 
(i) The Service (including your Account) is for your use only. You may not resell, lease or  provide it in any other way to anyone else, except as permitted through the Service. (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,  disassemble, or otherwise reduce the Service to a human-perceivable form. (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 that  have been placed in the Content. 
(viii) You may not otherwise use the Service or the Content other than for its intended purpose. (ix) You may not (i) impersonate any person or entity; (ii) stalk, threaten, or otherwise harass any  person; or (iii) carry any weapons.
(x) Except as expressly permitted above, any use of any portion of the Content without the prior  written permission of its owner is strictly prohibited and will terminate the license granted in  this Section, these Terms and your Account with us. Any such unauthorized use may also  violate applicable laws, including without limitation copyright and trademark laws. 
(xi) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any  license to intellectual property rights, whether by estoppel, implication or otherwise. The  license in this Section is revocable by us at any time. 
(xii) Your use of the Service and the Content must not infringe or violate the rights of any other  party, breach any contract or legal duty to any other parties or violate any applicable law  (including, without limitation, any patent, trademark, trade secret, copyright or other  intellectual or proprietary rights). 
(xiii) You may not provide information or act in a manner that is false, inaccurate, misleading  (directly or by omission or failure to update information), defamatory, libelous, abusive,  obscene, profane, offensive, sexually-oriented, threatening, harassing, hateful or illegal.  
(xiv) You may not (i) index, scrape, “data mine”, survey or in any way reproduce or circumvent the  navigational structure or presentation of the Service; or (ii) link directly or indirectly to any  other websites, applications or services. 
(xv) 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  (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.  
We do not claim any ownership interest in your User Content, but we do need the right to use your  User Content to the extent necessary to provide the Service, now and in the future. Therefore, by  posting or distributing User Content to or through the Service, you (a) grant UMA and its affiliates  and subsidiaries a non-exclusive, royalty-free, transferable right, in accordance with applicable law,  to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative  works from such User Content, in the manner in and for the purposes which the Service from time to  time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to  the User Content, or otherwise have the lawful right to post and distribute that User Content, to or  through the Service; and (ii) the use and posting or other transmission of such User Content does not  violate these Terms. . If your User Content is intended for the use of other users, you also grant us and  our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right, in accordance with  applicable law, to sublicense such User Content to such users for their use in connection with their  use of the Service. These licenses from you are non-exclusive because you have the right to use your  User Content elsewhere. They are royalty-free because we are not required to pay you for the use of  your User Content on the Service. And they are transferable because we need the right to transfer  these licenses to any successor operator of the Service. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Service does this to  your User Content when it processes it for use in the Service. 

11. Communications, 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.  
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 (other than notice of modification of these  Terms) may be provided in any of the following ways. First, we may email you at the contact  information you provide on your User Account. Second, we may post a notice to you on your  Account page. Third, we may post the notice elsewhere on the APP or the Website. When we post  notices on the Service, we post them in the area(s) vice suitable to the notice. It is your responsibility  to periodically review the APP, Website and your Account page for notices. 

12. Termination/Modification of License and Service. 
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. 
UMA reserves the right to change or modify any of the terms and conditions contained in these  Terms, or any policies, guidelines, rules, obligations, agreements, or documents communicated  through or applicable to the Service, 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, if any, and/or we will post a notice on your  Account page or elsewhere on the APP and/or Website visible to you the next time you access the  Service. 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 should from time to time review the Terms and any  policies, guidelines, rules, obligations, agreements or documents communicated through the Service  or incorporated in the Terms to understand the terms and conditions that apply to your use of the  Service. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any  amended Terms, you must stop using the Service.  

13. Dispute Resolution.
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. UMA is not liable for any loss, damage, or injury (direct, indirect, incidental,  special, or consequential) arising from or related to the use or inability to use the Services or  Products, including but not limited to failed transactions, equipment malfunctions, product  unavailability, or data loss, except as required by applicable law. You acknowledge that your use of  the Services is solely at your own risk. 

15. Indemnification and Limitation of Liability. 
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 provider, vendors or other partners, in-house suppliers and representatives their  contractors, and any of their successors or assigns (collectively, the “Released Parties” and each a 
“Released Party”, directly or indirectly, arising out of or in any way relating to your use of the  Service (including, without limitation, the purchase, provision or receipt of any services or products  offered, provided, sold or purchased thereon) or the Content, including, without limitation, any claims  or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of the  Service or the Content, or allegations that UMA or any Released Party has or should indemnify,  defend or hold harmless you or any third party from any claim or allegation arising from your use or  other exploitation of the Service (including, without limitation, anything related to or arising from the  purchase or receipt of any services or products offered, provided, sold or purchased thereon). You use  the Service at your own risk. 
You shall defend, indemnify, and hold harmless UMA and the Release 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 (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. To the fullest extent  permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited  to, the negligent acts or omissions, of our independent contractors, third-party partners, employees,  clients, any other third-party service providers and/or any third-party software and/or open-source  software providers. 
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, cost of procurement of substitute goods or  services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind  whatsoever however arising including in an action in contract, tort (including but not limited to  negligence) or otherwise, in any way connected to the use of Services or the Content; (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. 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. We reserve the  right to seek all remedies available at law and in equity for your violation of the Terms (in whole or in  part). 

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.