Introduction

The Service Terms below govern your use of the Services. For purposes of these Service Terms, “Your Content” includes any “Company Content” and any “Customer Content,” and “UMDA Content” includes “UMDA Properties.”

Using the UMDA Service in this regard, Web services and mobile applications (regarded as “Services”)

1.Terms of use
    1. You may not copy, represent or transfer outside the Acceptable use of the Services any software (including related documentation) you obtain from us or third-party licensors without specific authorization to do so.

    2. You must comply with current technical documentation applicable to the Services.

    3. You will reasonably cooperate with us to identify the source of any problem with the Services. 

    4. In connection with your use of the Services, you are responsible for maintaining licenses and adhering to the license terms. If we reasonably believe any of Your Content or activities violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content/activity and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.

    5. You will ensure that all information you provide to us via the UMDA Site (e.g., information provided in connection with your registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.

    6. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and UMDA Content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

    7. You agree that you will not disclose UMDA Confidential Information (as defined in the UMDA Customer Agreement), except as required by law.

    8. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.

    9. By using UMDA, you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions, you must not use UMDA.


    10. If you use UMDA in the course of a business or other organizational project, then by so doing you:
    • confirm that you have obtained the necessary authority to agree to these general terms and conditions;
    • bind both yourself and the person, company or other legal entity that operates that business or organizational project, to these general terms and conditions; and
    • agree that "you" in these general terms and conditions shall reference both the individual user and the relevant person, company or legal entity unless the context requires otherwise.
2. Registration and account
    1. You may not register with UMDA if you are under 18 years of age (by using UMDA or agreeing to these general terms and conditions, you warrant and represent to us that you are at least 18 years of age).
    2. You may register for an account with UMDA by completing and submitting the registration form on UMDA.
    3. You represent and warrant that all information provided in the registration form is complete and accurate.
    4. You are responsible for complying with all applicable data protection. If you register for an account with UMDA, you will be asked to provide an email address/user ID and password and you agree to:
        ◦ keep your password confidential;
        ◦ notify us in writing immediately if you become aware of any disclosure of your password; and
        ◦ be responsible for any activity on UMDA arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.
    5. Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf this shall be at your own risk.
    6. We may suspend or cancel your account, and/or edit your account details, at any time in our sole discretion and without notice or explanation, providing that if we cancel any products or services you have paid for but not received, and you have not breached these general terms and conditions, we will refund you in respect of the same.
    7. You may cancel your account on UMDA at any time.
3. Communication
    1. You are responsible for protecting your UMDA connections, including using physical security, firewalls, and other network security tools as appropriate.
    2. You are responsible for complying with legal requirements related to unsolicited or unwanted communications. For communications you make to us, the cost and security of such communications are entirely your responsibilities.
    3. You are not to transmit any material that contains viruses, Trojan horses, worms, or any other malicious or harmful programs.
    4. We will not open attached files you send to us via email. However, you are advised to send such media using currier services of your choosing to our office address.
    5. You are not to transmit material that is sexually explicit, relates to “adult services”, or contains sensitive financial or identifying information (BVN or such as social security numbers).
    6. Like many email service providers, to increase the security and reliability of email you send, attempt to send, or receive using Simple Email Service (“SES Email”), we (or our third-party providers) may store and scan your SES Email and Your Content included in SES Email to protect you and SES by preventing and blocking “spam” e-mails, viruses and spyware, and other harmful or unwanted items from being sent and received over SES.
    7. We may suspend or terminate your access to SES, or block or decline to send or receive any SES Email, if we determine that:
    8. Our scan of SES Email or Your Content included in SES Email reveals abusive or low-quality email (such as “spam”),
    9. SES Email bounces back to us or we receive abuse complaints (including complaints from third parties) in connection with your SES Email, or
    10. The source or Return Path email address you have provided us for “address bounces” or complaints is not successfully receiving email.
    11. If your SES Emails are blocked, delayed, or prevented from delivery by reasons outside of our control, your payment obligations continue.
    12. We will respond to your enquiries within 48 hours of receiving same (working days only).
    13. From time to time, telecommunication providers may change or modify their rules, requirements, and policies (collectively “Carrier Policies”). We will make no reasonable efforts to notify you of changes to Carrier Policies. You are responsible for complying with all Carrier Policies that apply to your use of the Service.
4.Emergency Services
The UMDA provides you with an emergency help desk in the event there is an imminent threat. “Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points. Our evaluation of threat follows a definition we use to define threat or levels of threat. You are to note that;
    1. The cost of such communication is your responsibility.
    2. You are to contact only the designated phone numbers.
    3. You are not permitted to contact such lines when the threat level is low or not imminent.  
    4. You understand and agree that it is your responsibility to (a) make alternative arrangements (b) You may access Emergency Services via other means, including the alternative arrangements that you have made available. Neither UMDA nor its affiliates will be liable for any damages resulting from any failed Emergency Services call or any inability to place an Emergency Services call. using. You agree to indemnify and hold UMDA and its affiliates harmless for any claims referring or relating to any Emergency Services call or any inability to place an Emergency Service call.
    5. You accept that your call may be recorded.
    6. You have the option to request that UMDA record an applicable audio session along with chat and other types of recordings (collectively, “Recording”). You understand that the making of or use of any Recording may be subject to UMDA or regulations regarding the recording of telephone calls and other electronic communications or of communications generally. 

5. UMDA Identity and Access Management (IAM)
    1. We may change user credentials created by you using IAM if we determine in our reasonable discretion that a change is necessary for the protection of your UMDA account and resources, and we will promptly notify you of any such change.

    2. We may change, discontinue, or deprecate support for any third-party identity provider at any time without prior notice.
6. UMDA Machine Learning and Artificial Intelligence Services
“AI Services” means, collectively technologies that are based on data plotting used to suggest trends or take automated actions. Such services could be provided by third party AI services.

You are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Services. AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output.

You agree and instruct that for UMDA AI services

(a) UMDA may use and store AI Content that is processed by our third-party AI Service providers (including development and improvement of such AI Service) and to develop and improve UMDA and affiliate machine-learning and artificial-intelligence technologies; and 

(b) solely in connection with the development and improvement described in clause (a), we may store such AI Content in an UMDA region outside of the UMDA region where you are using such AI Service. You may instruct UMDA not to use and store AI Content processed by an AI Service to develop and improve that Service or technologies of UMDA or its affiliates by configuring an AI services opt out policy using UMDA Organizations.

(c) You will not, and will not allow any third-party to, use the AI Services to, directly or indirectly, develop or improve a similar or competing product or service.

(d) AI Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage. You are solely responsible for liability that may arise in connection with any such use.
7. UMDA Systems Manager
    1. Systems Manager may collect and transmit to UMDA information regarding your use of the Services, including inventory items (e.g., application inventory and custom inventory items); parameters; configuration data (e.g., network and state configuration); telemetry and diagnostics data; update history and registry keys; resource groups; and patch metadata (“Systems Information”). Systems Information may be used by UMDA to operate and maintain (including to improve) the Service.
    2. Certain features of this Service include functionality that allows notifications to be sent to a contact channel (e.g., telephone number, email address). Your use of these features instructs us to send notifications (e.g., SMS/voice messages/emails) to the contact channels entered in the applicable workflows and confirms that you are authorized to send such notifications. Carriers may charge for notifications sent or received in connection with these features.

    8. UMDA Training
“UMDA Training” means the training programs that UMDA provides in connection with the Services, and includes instructor-led and self-paced digital classes, labs, and other training sessions and materials. UMDA Training is a “Service” for purposes of the Agreement. To arrange private instructor-led UMDA Training for your employees or others, UMDA or any of its affiliates may enter into a training order with you (a “Training Order”). References to “UMDA” in each Training Order mean the UMDA entity that executes it, and no other UMDA entity will have any obligations under such Training Order. To the extent there is a conflict between the Agreement and a Training Order, the Training Order controls.

    9. UMDA Certification
“UMDA Certification Program” means the program through which UMDA makes available professional certifications and other credentials in connection with the Services. The UMDA Certification Program is a “Service” for purposes of the Agreement. 
    10. Terms and conditions of sale
    1. You acknowledge and agree that:
        ◦ the UMDA provides an online location for sellers to sell and buyers to purchase products;
        ◦ we shall accept binding sales, on behalf of sellers, but UMDA is not a party to the transaction between the seller and the buyer; and
        ◦ a contract for the sale and purchase of a product or products will come into force between the buyer and seller, and accordingly you commit to buying or selling the relevant product or products, upon the buyer’s confirmation of purchase via the UMDA.
    2. Subject to these general terms and conditions, the seller’s terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:
        ◦ the price for a product will be as stated in the relevant product listing;
        ◦ the price for the product must include all taxes and comply with applicable laws in force from time to time;
        ◦ delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will only be payable by the buyer if this is expressly and clearly stated in the product listing;
        ◦ products must be of satisfactory quality, fit and safe for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the seller to the buyer; and
        ◦ the seller warrants that the seller has good title to, and is the sole legal and beneficial owner of, the products, and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings
    11. Payment Currency

    1. UMDA provides a Service that enables payment in certain currencies (“Payment Currency”) other than United States dollars when you purchase certain Services from UMDA (the “Currency Service”). When you purchase Services in certain countries outside of Nigeria, we may require you, because of currency controls or other factors, to use the Currency Service. When using the Currency Service, you are not tendering payment in one currency and receiving from us another currency.

    2. When you use the Currency Service, Service fees and charges will automatically be invoiced in the Payment Currency. You must pay invoices in the currency specified on each invoice, but, for credit card or debit card purchases, you may only make payments in currencies supported by the issuer of your card. If the issuer of your credit card or debit card does not support the required Payment Currency, you must use a different payment method that does support paying in the Payment Currency.


    3. Our fees and charges for your use of the Currency Service, if any, are included in the exchange rate applied to your invoice (the “Applicable Exchange Rate”). Third-parties, such as your bank, credit card issuer, debit card issuer, or card network, may charge you additional fees. The Applicable Exchange Rate is determined at the time your invoice is generated and, for invoices covering usage of Services over a period of time, will apply to all usage and Service charges listed on that invoice.

    4.  All refunds processed against an invoice will be provided in the currency in which the invoice was generated and reflected as a credit memo or a payment in your Payment Currency.
    5. You agree that by using the Currency Service, information related to your payment, including your name and address, may be used by our banking partners to process your payments in jurisdictions other than the United States.

    6. By accessing and using UMDA Content or the Services, you agree to the terms of the Intellectual Property License.

    12. Returns and refunds
    1. Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with the Vendor agreement/policy defined by us, as may be amended from time to time. Acceptance of returns shall be in our discretion, subject to compliance with applicable laws of the country.
    2. Refunds in respect of returned products shall be managed in accordance with the refunds the Vendor agreement/policy defined by us, as may be amended from time to time. Our rules on refunds shall be exercised in our discretion, subject to applicable laws of the territory. We may offer refunds, in our discretion:
        ◦ in respect of the product price;
        ◦ local and/or international shipping fees (as stated on the Vendor agreement); and
        ◦ by way of store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or such other method as we may determine from time to time (if applicable).
    3. Returned products shall be accepted and refunds issued by UMDA, for and on behalf of the seller.
    4. Changes to our returns policy shall be effective in respect of all purchases made from the date of publication of the change on our website.
    13. Payments
You must make payments due under these general terms and conditions in accordance with the Payments Information and Guidelines on the UMDA.
    14. Rules about your content
    1. In these general terms and conditions, "your content" means:
        ◦ all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or UMDA for storage or publication, processing by, or onward transmission; and
        ◦ all communications on the UMDA, including product reviews, feedback and comments.
    2. Your content, and the use of your content by us in accordance with these general terms and conditions, must be accurate, complete and truthful.
    3. Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet, and must not:
        ◦ be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit;
        ◦ depict violence in an explicit, graphic or gratuitous manner; or
        ◦ be blasphemous, in breach of racial or religious hatred or discrimination legislation;
        ◦ be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;
        ◦ cause annoyance, inconvenience or needless anxiety to any person; or
        ◦ constitute spam.
    4. Your content must not be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach:
        ◦ any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right;
        ◦ any right of confidence, right of privacy or right under data protection legislation;
        ◦ any contractual obligation owed to any person; or
        ◦ any court order.
    5. You must not use UMDA to link to any website or web page consisting of or containing material that would, were it posted on UMDA, breach the provisions of these general terms and conditions.
    6. You must not submit to UMDA any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
    7. The review function on the UMDA may be used to facilitate buyer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate, inauthentic or fake reviews.
    8. You must not interfere with a transaction by: (i) contacting another user to buy or sell an item listed on the UMDA outside of the UMDA; or (ii) communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller or item; or (iii) contacting another user with the intent to collect any payments.
    9. You acknowledge that all users of the UMDA are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including credit card details.
    10. We may periodically review your content and we reserve the right to remove any content in our discretion for any reason whatsoever.
    11. If you learn of any unlawful material or activity on UMDA, or any material or activity that breaches these general terms and conditions, you may inform us.

    15. Our rights to use your content
    1. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content across our marketing channels and any existing or future media.
    2. You grant to us the right to sub-license the rights licensed. 
    3. You grant to us the right to bring an action for infringement of the rights licensed.
    4. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
    5. Without prejudice to our other rights under these general terms and conditions, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of your content.
    16. Use of website and mobile applications
    1. In this section "UMDA" and "website" shall be used interchangeably to refer to UMDA’s websites and mobile applications.
    2. You may:
        ◦ view pages from our website in a web browser;
        ◦ download pages from our website for caching in a web browser;
        ◦ print pages from our website for your own personal and noncommercial use, providing that such printing is not systematic or excessive;
        ◦ stream audio and video files from our website using the media player on our website; and
        ◦ use UMDA services by means of a web browser,
subject to the other provisions of these general terms and conditions.
    3. Except as expressly permitted or other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.
    4. You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the UMDA.
    5. Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.
    6. Unless you own or control the relevant rights in the material, you must not:
        ◦ republish material from our website (including republication on another website);
        ◦ sell, rent or sub-license material from our website;
        ◦ show any material from our website in public;
        ◦ exploit material from our website for a commercial purpose; or
        ◦ redistribute material from our website.
    7. Notwithstanding you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.
    8. We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.
    9. You must not:
        ◦ use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;
        ◦ use our website in any way that is unethical, unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
        ◦ hack or otherwise tamper with our website;
        ◦ probe, scan or test the vulnerability of our website without our permission;
        ◦ circumvent any authentication or security systems or processes on or relating to our website;
        ◦ use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
        ◦ impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);
        ◦ decrypt or decipher any communications sent by or to our website without our permission;
        ◦ conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
        ◦ access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
        ◦ use our website except by means of our public interfaces;
        ◦ violate the directives set out in the robots.txt file for our website;
        ◦ use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
        ◦ do anything that interferes with the normal use of our website.
    17. Copyright and trademarks
    1. Subject to the express provisions of these general terms and conditions:
        ◦ we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
        ◦ all the copyright and other intellectual property rights in our website and the material on our website are reserved.
    2. UMDA’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.
    3. The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights
    18. Data Privacy
    1. Buyers agree to processing of their personal data in accordance with the terms of UMDA’s Privacy and Cookie Notice.
    2. UMDA shall process all personal data obtained through the UMDA and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.
    3. Sellers shall be directly responsible to buyers for any misuse of their personal data and UMDA shall bear no liability to buyers in respect of any misuse by sellers of their personal data.
    19. Due diligence 
    1. We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the UMDA.
    2. You agree to provide to us all such information, documentation and access to your business premises as we may require:
        ◦ in order to verify your adherence to, and performance of, your obligations under this Agreement;
        ◦ for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
        ◦ as otherwise required by law or applicable regulation
    20. UMDA’s role 
    1. You acknowledge that:
        ◦ we do not confirm the identity of all UMDA users, check their credit worthiness or bona fides, or otherwise vet them;
        ◦ we do not check, audit or monitor all information contained in listings;
        ◦ we are not party to any contract for the sale or purchase of products advertised on the UMDA;
        ◦ we are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a UMDA for buyers and sellers and process payments on behalf of sellers;
        ◦ we are not the agents for any buyer or seller
and accordingly we will not be liable to any person in relation to the offer for sale, sale or purchase of any products advertised on UMDA; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and we will have no obligation to mediate between the parties to any such contract.
    2. We do not warrant or represent:
        ◦ the completeness or accuracy of the information published on UMDA;
        ◦ that the material on the UMDA is up to date;
        ◦ that the UMDA will operate without fault; or
        ◦ that the UMDA or any service on the UMDA will remain available.
    3. We reserve the right to discontinue or alter any or all of UMDA services, and to stop publishing UMDA, at any time in our sole discretion without notice or explanation.
    4. We do not guarantee any commercial results concerning the use of the UMDA.
    5. To the maximum extent permitted by applicable law and subject to section 13.1 below, we exclude all representations and warranties relating to the subject matter of these general terms and conditions, UMDA and the use of UMDA.
    21. Limitations and exclusions of liability
    1. Nothing in these general terms and conditions will:
        ◦ limit any liabilities in any way that is not permitted under applicable law; or
        ◦ exclude any liabilities or statutory rights that may not be excluded under applicable law.
    2. The limitations and exclusions of liability set out in this section and elsewhere in these general terms and conditions:

        ◦ govern all liabilities arising under these general terms and conditions or relating to the subject matter of these general terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions
    3. In respect of the services offered to you free of charge we will not be liable to you for any loss or damage of any nature whatsoever.
    4. Our aggregate liability to you in respect of any contract to provide services to you under these general terms and conditions shall not exceed the total amount paid and payable to us under the contract. Each separate transaction on the UMDA shall constitute a separate contract.
    5. We will not be liable to you for any loss or damage of any nature, including in respect of:
        ◦ any losses occasioned by any interruption or dysfunction to the website;
        ◦ any losses arising out of any event or events beyond our reasonable control;
        ◦ any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
        ◦ any loss or corruption of any data, database or software; or
        ◦ any special, indirect or consequential loss or damage.
    6. We accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the UMDA or these general terms and conditions.
    7. UMDA includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. We have no control over third party websites and their contents, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
    22. Betas and Previews

This Section describes the additional terms and conditions under which you may (a) access and use certain features, technologies, and services made available to you by UMDA that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental”, and any related UMDA Content (each, a “Beta Service”) or (b) access and use Services and any related UMDA Content available in UMDA regions that are not generally available, including, but not limited to, any UMDA regions identified by UMDA as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”).
    1. You must comply with all terms related to any Beta Service or Beta Region as posted on the UMDA Site or otherwise made available to you. UMDA may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services or Beta Regions at any time. Service Level Agreements do not apply to Beta Services or Beta Regions.

    2. You may provide UMDA with information relating to your access, use, testing, or evaluation of Beta Services or Beta Regions, including observations or information regarding the performance, features, and functionality of Beta Services or Beta Regions (“Test Observations”). UMDA will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service or Beta Region.

    3. UMDA may suspend or terminate your access to or use of any Beta Service or Beta Region at any time. Your access to and use of each Beta Service and Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Beta Region or upon notice of termination by UMDA. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service or Beta Region for any reason, (a) you will not have any further right to access or use the applicable Beta Service or Beta Region, and (b) Your Content used in the applicable Beta Service or Beta Region may be deleted or inaccessible.

    4. Test Observations, Suggestions concerning a Beta Service or Beta Region, and any other information about or involving (including the existence of) any Beta Service or Beta Region are considered UMDA Confidential Information.

    5. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, UMDA IS PROVIDING BETA SERVICES AND BETA REGIONS TO YOU “AS IS.” UMDA AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, UMDA AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. UMDA’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

    23. Indemnification
    1. You hereby indemnify us, and undertake to keep us indemnified, against:
        ◦ any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of UMDA or any breach by you of any provision of these general terms and conditions or the UMDA codes, policies or guidelines; and
        ◦ any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase made through UMDA, where that liability arises out of your failure to pay, withhold, declare or register to pay any VAT or other tax properly due in any jurisdiction.
    24. Breaches of these general terms and conditions
    1. If we permit the registration of an account on UMDA it will remain open indefinitely, subject to these general terms and conditions.
    2. If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any UMDA codes, policies or guidelines in any way we may:
        ◦ temporarily suspend your access to UMDA;
        ◦ permanently prohibit you from accessing UMDA;
        ◦ block computers using your IP address from accessing UMDA;
        ◦ contact any or all of your internet service providers and request that they block your access to UMDA;
        ◦ suspend or delete your account on UMDA; and/or
        ◦ commence legal action against you, whether for breach of contract or otherwise.
    3. Where we suspend, prohibit or block your access to UMDA or a part of UMDA you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
    25. Entire Agreement
These general terms and conditions and the UMDA codes, policies and guidelines (and in respect of sellers the seller terms and conditions) shall constitute the entire agreement between you and us in relation to your use of UMDA and shall supersede all previous agreements between you and us in relation to your use of UMDA
    26. Hierarchy
Should these general terms and conditions, the seller terms and conditions, and the UMDA codes, policies and guidelines be in conflict, these terms and conditions, the seller terms and conditions and the UMDA codes, policies and guidelines shall prevail in the order here stated.
    27. Revision
    1. We may revise these general terms and conditions, the seller terms and conditions, and the UMDA codes, policies and guidelines from time to time.
    2. The revised general terms and conditions shall apply from the date of publication on the UMDA.
    28. Severability
    1. If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
    2. If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
    29. Assignment
    1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions.
    2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions.
    30. Third party rights
    1. A contract under these general terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party
    2. The exercise of the parties' rights under a contract under these general terms and conditions is not subject to the consent of any third party
    31. Law and jurisdiction
    1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.
    2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory