Terms of Service

Last Updated: September 29, 2025

Welcome to Umidly. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "User") and Umidly ("Company," "we," "us," or "our"), concerning your access to and use of the Umidly website, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services"). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms and by our Privacy Policy.

1. Using Umidly

1.1. Eligibility

You may use our Services only if you can form a binding contract with Umidly, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. The Services are not available to any Users previously removed from the Services by Umidly. Any use or access by anyone under the age of 13 is strictly prohibited and in violation of this Agreement.

1.2. Age and Parental Consent

You represent and warrant that you are at least 18 years of age or, if you are under the age of 18 (a "Minor"), you represent and warrant that you are using the Services with the consent of your parent or legal guardian. If you are a Minor, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a Minor, you agree to be fully responsible for the acts or omissions of such Minor in relation to our Services. We recommend that parents and guardians who permit their children to use the Services participate in and monitor their child's online activity.

2. Your Account

2.1. Account Creation and Information

When you create your Umidly account, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. You are responsible for keeping your account information, including your email address, up to date.

2.2. Account Security

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password, whether your password is with our Service or a third-party service. You agree not to disclose your password to any third party. You must notify Umidly immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

2.3. Account Non-Transferability

Your account is personal to you and you may not transfer or assign your account to any other person or entity.

3. User Content and Conduct

3.1. Responsibility for User Content

You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post, display, or otherwise make available on or via the Services ("User Content").

3.2. Prohibited Conduct and Content

You agree not to post User Content that:

• Is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
• Violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
• Contains any information that you do not have a right to make available under any law or under contractual or fiduciary relationships.
• Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

3.3. License Grant to Umidly

By creating, posting, or sharing User Content on or through the Services, you grant Umidly a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with operating and providing the Services.

3.4. Monitoring and Enforcement

We reserve the right, but have no obligation, to monitor User Content and to remove any User Content that we believe, in our sole discretion, violates these Terms, is otherwise deemed inappropriate, or may create liability for us. We do not and cannot review all material before it is posted on the Services.

4. Intellectual Property Rights

Other than your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the "Umidly Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Umidly and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Umidly Content.

4. Paid Services

5.1. Subscriptions and Billing

Some of our Services may be subject to payments now or in the future ("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 this Agreement. We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor.

5.2. Refunds

All purchases of Paid Services are final and non-refundable, except at our sole discretion and in accordance with the rules governing each Paid Service. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

5.3. Price Changes

We reserve the right to change the prices for our Paid Services at any time. We will provide you with reasonable prior notice of any price changes by posting the new prices on the Services or sending you an email notification. Your continued use of the Paid Service after the price change comes into effect constitutes your agreement to pay the modified price.

6. Termination of Services

We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Upon termination, your right to use the Services will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

7. Disclaimers, Indemnity, and Limitation of Liability

7.1. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UMIDLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES.

7.2. Limitation of Liability

IN NO EVENT SHALL UMIDLY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UMIDLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE.

7.3. Indemnification

You agree to defend, indemnify and hold harmless Umidly and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) User Content posted on the Service.

8. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Uzbekistan, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by the competent courts of the Republic of Uzbekistan. You and Umidly agree to submit to the personal and exclusive jurisdiction of the courts located within Tashkent, Uzbekistan for the purpose of litigating all such claims or disputes.

9. General Terms

9.1. Entire Agreement

This Agreement, together with the Privacy Policy and any other legal notices published by us on the Services, shall constitute the entire agreement between you and Umidly concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

9.2. No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

10. Changes to Terms

We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you.

11. Contact Us

If you have any questions about these Terms, please contact us at: support@umidly.com.