Terms of Use

Last updated: 16/12/2014

Welcome! Please take a moment to scroll down and read these Terms of Use.

UMEWIN, PBC d/b/a UMEWIN (“UMEWIN,” “we,” “us,” or “our”) owns a mobile application, currently on its beta version stage, (“App”) that provides directed third party advertisements (“Advertisements”) to a user’s device, and divides a portion the revenue generated by the directed advertisements, when and if such revenue is generated through Paid Advertisements (as defined below), to the user and a charitable organization. These Terms of Use state the terms and conditions under which you can use the App. Please read these Terms of Use carefully. By clicking “I ACCEPT,” you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and you represent and warrant that you are at least 13 years old or older. Clients under age 18 but above 13 are permitted to use the App, provided they do so with the consent of a parent or legal guardian who accepts the Terms of Use on the minor’s behalf. If you do not agree to any of these terms, then you are not permitted to use the App. These Terms of Use may be updated by us from time to time without notice to you. If we change any material terms of these Terms of Use, we will notify you by posting a message upon your next log-in, and you will be required to click “I ACCEPT” in order to continue using the App after the date of any such modification.

Description and Use of the App.

(a) The App. Through the App, a registered user of the App (each, a “User”) will allow third party advertisers (including charitable organizations) who are commercially related to us (each, an “Advertiser”) to serve Advertisements to the User’s personal devices.

(b) Advertisements; Accumulation and Redemption of UMEWIN Coins and UMEWIN Points.

(i) Open Public Beta Version of the App:

Unless we notify you otherwise, during the current open public beta stage of the App we will not charge Advertisers any fee to serve Advertisements to User’s devices. Advertisements for which Advertisers receive free advertising space are referred to herein as “Free Advertisements.”

For each Free Advertisement served through the App to your personal device during the open public beta version stage, we will provide you with UMEWIN coins (the “UMEWIN Coins”) in an amount equal to twenty (20) UMEWIN Coins. You may redeem your UMEWIN Coins by allocating them (through the “Donate” option included in the App) to a charitable organization of your choice between the charitable causes and organizations promoted in the “Causes” section of the App or in www.umewin.com in an amount equal to all or a portion of the amount of your UMEWIN Coins. Each redemption by you of UMEWIN Coins must consist of a minimum of one (1) UMEWIN Coins.

By allocating your UMEWIN Coins to such charitable organizations during the open public beta version stage of the App you will be granting to the charitable organizations to which your UMEWIN Coins have been allocated the right to serve Free Advertisements through User’s devices in an amount to be agreed upon between such charitable organizations and UMEWIN.

For each UMEWIN Coin you allocate as indicated in the previous paragraphs, we will provide you with one (1) UMeWin point (each, a “UMEWIN Point”). You may use your UMEWIN Points solely as entries in certain promotions and sweepstakes that we may sponsor from time to time and subject to any additional terms and conditions applicable to such promotions and sweepstakes.

Any revenue generated during the beta version stage of the App will be allocated as indicated in (ii) below.

(ii) Functional Version of the App:

Upon the App becoming fully functional, we will generally charge Advertisers a fee to serve Advertisements to User’s devices, but there may be times where Advertisers will receive Free Advertisements. Advertisements for which we charge Advertisers a fee are referred to herein as “Paid Advertisements.”

For each Paid Advertisement served through the App to your personal device, we will (i) donate up to forty percent (40%) of the revenue that we receive from the Advertiser in connection with such Paid Advertisement, less any related transaction costs that we may incur, including without limitation, payment fees and charges and exchange rate fees and charges to all of the charitable causes and organizations included in www.umewin.com, distributing such revenue proportionally between any all such causes and organizations; and (ii) provide you with UMEWIN Coins in an amount equal to up to forty percent (40%) of the revenue that we receive from the Advertiser in connection with such Paid Advertisement, less any related transaction costs that we may incur, including without limitation, payment fees and charges and exchange rate fees and charges. You may redeem your UMEWIN Coins by either (i) instructing us to make, subject to applicable legal restrictions, a donation to a charitable organization of your choice between the charitable causes and organizations promoted in www.umewin.com in an amount equal to all or a portion of the amount of your UMEWIN Coins, less any related transaction costs that we may incur, including without limitation, payment fees and charges and exchange rate fees and charges; or, as soon as our online store is available, (ii) purchasing items from our online store. Each redemption by you of UMEWIN Coins must consist of a minimum of UMEWIN Coins equal to USD $50.00. If you do not have a sufficient amount of UMEWIN Coins, you must wait until you do before you can redeem them.

For each Free Advertisement served through the App to your personal device, we will provide you with one (1) UMEWIN point (each, a “UMEWIN Point”). You may use your UMEWIN Points solely as entries in certain promotions that we may sponsor from time to time and subject to any additional terms and conditions applicable to such promotions.

REDEMPTION OF YOUR UMEWIN COINS IS SOLELY YOUR DECISION, AND WE DO NOT PROVIDE ANY GUIDANCE OR SUGGESTIONS IN CONNECTION WITH THE REDEMPTION OF ANY UMEWIN COINS. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO WHETHER INSTRUCTING US TO USE YOUR UMEWIN COINSTO MAKE A DONATION TO A CHARITABLE ORGANIZATION WILL RESULT IN A TAX DEDUCTION FOR YOU.

(c) User-Generated Content. Through the App, we may allow certain Users to upload content and other material (collectively, “User Generated Content”) that is viewable by other Users of the App.

By using the App, you acknowledge and agree that User Generated Content provided by other Users may be served through the App to your personal device(s).

Other Users of the App will be able to view and rate your User Generated Content. You may be eligible for prizes, as determined in UMEWIN’s sole discretion, based on the ranking of your User Generated Content as compared to the User Generated Content of other Users. You will not, however, receive any UMEWIN Coins or UMEWIN Points in connection with sharing any User Generated Content through the App.

By uploading any User Generated Content, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully-paid and royalty-free, sublicensable, transferable license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such User Generated Content in connection with provision of the App. You represent and warrant that: (i) you own the User Generated Content or otherwise have the right to grant the license set forth in this section, and (ii) the posting and use of your User Generated Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree that we have the right but no obligation, to remove User Generated Content that is offensive or otherwise unacceptable to us in our sole discretion.

(d) License to Use the App. UMEWIN hereby grants you a limited, non-exclusive, non-transferable license to download and install a copy of the App on the mobile device to which it is downloaded and to run such copy of the App on that device as well as no more than five (5) other devices that you own or control, solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple, Inc. (“Apple”) application store (“Apple App”), you will use the Apple App only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. We reserve all rights in and to the App not expressly granted to you under these Terms of Use.

(e) Fees. The App is currently provided to you for free.

Registration.

If you would like to use the App during the current open public beta version stage, you will need to register as a User using your Facebook credentials.

If you register as a User using your Facebook credentials, Facebook will ask your permission to share certain information from your Facebook account with us. This includes your username, encrypted access credentials, and other information that may be available on or through your Facebook account, including your name, profile picture, country, hometown, e-mail address, date of birth and gender. By registering as a User using your Facebook credentials you are authorizing us to use such information.

The information Facebook shares with us is collected by Facebook and is provided to us under the terms of Facebook’s privacy policy. You can control the information that we receive from Facebook using the privacy settings in your Facebook account.

During the registration process, you will be asked to provide your name and email address and create a user name and password for your account. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.

Use of Personal Data.

Your use of the App may involve the transmission to us of certain personally-identifiable information (the “Personal Information”). Our policies with respect to the collection and use of Personal Information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

Intellectual Property.

UMEWIN or its licensors retain all right, title and interest in and to the App, all software and technology incorporated therein, and all content made available to you through the App, and any content provided to you through the App by any Advertiser (“Advertising Content”), including, without limitation, UMEWIN and other trademarks and logos used and displayed through the App (collectively, the “UMEWIN IP”). Except as expressly set forth in these Terms of Use, you have no right in or to the UMEWIN IP.

UMEWIN informs that the images, trademarks, logos, slogans and other third party intellectual property shown in UMEWIN’s website are being used for illustrative purposes only and that said third parties have no relationship whatsoever with UMEWIN other than the authorization that, in the relevant cases, could have been granted in favor of UMEWIN for the use, as it is used by UMEWIN, of the referred intellectual property.

Community Guidelines.

By accessing and/or using the App, you hereby agree that:

  • You will not use the App for any unlawful purpose;
  • You will not interfere with or attempt to interrupt the proper operation of the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means;
  • You will not reverse engineer or otherwise attempt to discover the source code of any software relating to the App.
  • You will not upload, post, e-mail, transmit, or otherwise make available any User Generated Content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any personally identifiable information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • You will not “stalk” or otherwise harass another User of the App; and
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

Unsolicited Information.

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, charitable organizations, and other similar communications (collectively, “Unsolicited Information”) to us through the App, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Accessing and Downloading the App from iTunes.

The following terms apply to any Apple App. These terms are in addition to all other terms contained in these Terms of Use:

  • You acknowledge and agree that (i) these Terms of Use are concluded between you and UMEWIN only, and not Apple, and (ii) UMEWIN, not Apple, is solely responsible for the Apple App and content thereof. Your use of the Apple App must comply with the App Store Terms of Service.
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App.
  • In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App. As between UMEWIN and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of UMEWIN.
  • You acknowledge that, as between UMEWIN and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App or your possession and use of the Apple App, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • You acknowledge that, in the event of any third party claim that the Apple App or your possession and use of that Apple App infringes that third party’s intellectual property rights, as between UMEWIN and Apple, UMEWIN, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the Apple App, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the Apple App against you as a third party beneficiary thereof.
  • Without limiting any other terms of these Terms of Use, you must comply with all applicable third party terms of agreement when using the Apple App.

Disclaimer and Limitation of Liability.

NONE OF UMEWIN, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “UMEWIN PARTIES”) ENDORSES ANY CHARITABLE CAUSE OR ORGANIZATION INCLUDED IN WWW.UMEWIN.COM AND/OR ANY ADVERTISER, ADVERTISEMENTS, USER GENERATED CONTENT AND/OR ANY CONTENT OR VIEWS EXPRESSED BY ANY ADVERTISER OR USER THROUGH THE APP. YOU ACKNOWLEDGE THAT THE APP MERELY ACTS AS A VENUE THAT ALLOWS ADVERTISERS TO COMMUNICATE WITH USERS AND THAT ALLOWS USERS TO COMMUNICATE WITH OTHER USERS. NONE OF THE UMEWIN PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN ANY USERS OR BETWEEN ADVERTISERS AND ANY USERS, OR FOR ANY RESULTS CAUSED BY USING THE APP. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

YOU ACKNOWLEDGE AND AGREE THAT THE APP, INCLUDING, WITHOUT LIMITATION, ALL ADVERTISEMENTS, USER GENERATED CONTENT PROVIDED BY USERS OTHER THAN YOU, AND ALL OTHER CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF THE UMEWIN PARTIES WARRANT THAT THE APP, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE UMEWIN PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR MOBILE DEVICE OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE APP.

IN NO EVENT SHALL ANY OF THE UMEWIN PARTIES BE LIABLE FOR DIRECT, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF ANY UMEWIN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE LIABILITY OF THE UMEWIN PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE APP IS TO STOP USING THE APP.

External Sites.

The App and/or Advertisements or User Generated Content may contain links to third-party websites (“External Sites”), but UMEWIN does not endorse and is not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification.

You agree to defend, indemnify, and hold the UMEWIN Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms of Use; (ii) your access to, use, or misuse of the App; (iii) your violation of any third-party right, including without limitation any intellectual property, or privacy right; or (iv) any User Generated Content that you upload. Termination. We may terminate these Terms of Use and your access to all or any part of the App at any time and for any reason without prior notice or liability. You may terminate these Terms of Use and your use of the App by ceasing to use the App, which we will assume that has occurred in case your account becomes inactive for at least two consecutive months. In the event of termination for any reason, you forfeit any UMEWIN Coins and UMEWIN Points that you do not redeem prior to such termination and you forfeit any right to participate in any of our sweepstakes, contests or promotions, and we reserve the right to utilize the same in our sole discretion. We reserve the right to change, suspend, or discontinue all or any part of the App at any time without prior notice or liability.

Copyright infringement policy

Pursuant to the Digital Millennium Copyright Act (DMCA), UMEWIN has taken the necessary steps to provide a registered copyright agent for any claims of copyright infringement. Any copyright issues will be handled upon notification or reports from you to our registered Copyright Agent, to the best of our ability and in line with the requirements suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website at http://www.copyright.gov).

All takedown notices must comply with the requirements as set forth under the DMCA. UMEWIN agrees to comply with any takedown notices as soon as possible. After compliance with the takedown notice, UMEWIN agrees to notify the user affected by the takedown. Said user has the right under the DMCA to supply a counter takedown notice to the agent appointed by UMEWIN. The counter takedown notice must also be in compliance with the DMCA. Upon receipt of a validly executed counter takedown notice, UMEWIN shall repost the removed material within 10-14 business days, unless the author of the original takedown notice files suit against the Member.

If you would like to submit a claim of copyright infringement for material, please substantiate each claim by sending UMEWIN’s registered Copyright Agent a Notification of Claimed Infringement at the email below: umewin@umewin.com.

To be considered effective, a Notification of Alleged Infringement must be submitted in writing and include the following information:

  • Physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed;
  • Identification of the copyrighted material claimed to have been infringed;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled;
  • Information reasonably sufficient to permit UMEWIN to locate the material that is claimed to be infringing or to be the subject of infringing activity;
  • Information reasonably sufficient to permit UMEWIN to contact you, such as a physical address, email address, and telephone number;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

DMCA counter-notification

If you elect to send us a Counter-Notification, please send an email to UMEWIN’s registered Copyright Agent at the following email address: umewin@umewin.com.

To be considered effective, a Counter-Notification must be submitted in writing and include the following information:

  • Physical or electronic signature of the subscriber or a person authorized to act on behalf of the subscriber;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.;
  • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of New York, USA and that the subscriber will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

Miscellaneous.

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section, the section entitled Intellectual Property, Indemnification, and the section entitled Disclaimer and Limitation of Liability shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use and any other agreements between the parties entered into through the App shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by UMEWIN to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. These Terms of Use contain the entire agreement of the parties concerning the App, and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the use of the App.