Terms & Conditions of Use & Sale.

1.0 Information About Us:

1.1 We provide a network to assist independent video game creatives to make their own ‘studio’ and display their work, both for show and for sale. We also assist individuals to source other gaming talents to assist them with their games and associated projects. Users may upload their projects and video game assets (such as music, codes and designs), and some may be sold at the User’s designated price. This is done via our website www.Umoga.com , which is a trading name and style of Maxime Jaques Christian Lutin, trading as “Umoga.com”. Our office is located in Canning Town East London United Kingdom. For convenience, you can email us at support@umoga.com - Any reference to ‘Umoga’ also means ‘Umoga.com’.

2.0 These Terms & Your Contract:

2.1 Only these Tcs&Cs will be considered as relevant notice of any offers being made in relation to you, any purchases and any subsequent contract you might have with us.

3.0 Your Status:

By placing an order through our website, you warrant that:

3.1 you are legally capable of entering into binding contracts; and

3.2 you are at least 18 years old. No persons under the age of 18 should use this Website or make any purchases via Our Website unless a parent or legal guardian has made that consent for use for you. You hereby warrant that this condition has been fulfilled.

3.3 you are resident in one of our Serviced Countries; and

3.4 you agree to be bound by these Tcs&Cs.

4.0 How any Contract is formed between You & Us:

4.1 After submitting your request for service to us (membership or User account), you will receive an e-mail acknowledging it. Please note that this does not mean that your request has been automatically accepted. Your request only constitutes an offer to Us to open an account with Us. This contract between us (Contract) will only be formed when we send you such Confirmation, and our subsequent dispatch email to you indicating that Your Membership has been allowed.

4.2 The Contract will relate only to those services we have confirmed. We will not be obliged to supply any other Service or Goods or accept any responsibility for them, whether expected by You or not. Any such Order for goods, Products or Services and made via Umoga.com shall be between You and the Supplier You have chosen. You hereby agree that Umoga is merely acting as an “Introduction Agent”, and as such You hold Us blameless in respect of anything You order from Your Supplying Member.

4.3. These Terms and Conditions apply and continued use of our Website constitutes your acceptance that our conditions herein are the only conditions that apply to any contract, and not any other purported terms put forward by you or anyone else.

5. 0 Definitions and Interpretation:

In this Agreement the following terms shall have the following meanings:

“Account” means collectively the membership function, personal information, payment information and credentials used by Members or Users to access free or paid for content and/or any communications system on the website;

“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this website;

“Umoga” means as shown above;

“Service” means collectively any online facilities, tools, goods, innovations, services or information that Umoga makes available through the website either now or in the future;

“Services” means the services available to you through this website;

“Order” means the service you have requested and is allowed by Us;

“Payment Information” means any details required for the purchase of Services from this Website. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;

“Purchase Information” means collectively any orders, invoices, receipts or similar that may be in hard copy or electronic form from the Supplier;

“Premises” means our registered office is located as shown above;

“System” means any online communications infrastructure that Umoga makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

“User” / “Users” means any third party that accesses the Website and is not employed by Umoga and acting in the course of their employment; and

“Website” means the website that you are currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions.

6.0 Business Customers:

These Terms and Conditions also apply to any Customers procuring Goods and Services in the course of business.

7.0 Intellectual Property:

7.1 Subject to the exceptions specifically mentioned in these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Umoga, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

7.2 You may not reproduce, copy, distribute, store or in any other fashion re-use material from Our Website unless otherwise indicated on the Website or unless given express written permission to do so by Us.

8.0 Third Party Intellectual Property:

8.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

8.2 Subject to Clause 7.1 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

8.3 Fair Use of material from the Website may be re-used for Your own personal storage or reference purposes without written permission, where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

9.0 Copyright Policy

9.1 All information shown in Our website is copyright to Umoga. You may not copy any of its content for any commercial purposes or for any ‘reviews’ or articles for publication, without Our express written permission.

9.2 Any and all reference to any trademarked or copyrighted product or material belonging to another, are hereby expressly acknowledged as being the property of their respective owners.

10.0 Links to Other Websites:

10.1 This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Umoga or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

11.0 Use of Our Website Communications Facilities:

11.1 When using the enquiry, order form or any other System on the Website you should do so in accordance with the following rules:

11.2 You must not use any obscene or vulgar language;

11.3 You must not submit any Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, homophobic, sexist or racist;

11.4 You must not submit any Content that is intended to promote or incite violence;

11.5 It is advised that submissions to Customer Support are made using the English language as we may be unable to respond to enquiries submitted in any other languages;

11.6 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

11.7 You must not impersonate other people, particularly employees and representatives of Umoga or our affiliates or any other person; and You must not use our System for unauthorised mass communications such as “spam” or “junk mail”.

11.8 You acknowledge that for quality & security purposes, We reserve the right to monitor any and all communications made to us or using our System, and You acknowledge that We may retain copies of any and all communications made to us or using our System, for the relevant period required by UK Law (7 years).

11.9 You acknowledge that any information you send to us through our System or post to Us, may be modified by us in any way and you hereby waive your moral right to be identified as the author of any such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

12.0 User Accounts:

12.1 In order to interact with others or to procure Goods and Services on this Website and to use any chat facilities, you are required to create an account which will contain certain personal details and possible Payment Information, which may vary, based upon your use of the Website. By continuing to use this Website you represent and warrant that:

12.2 All information you submit is accurate and truthful; You have authority or permission to submit any Payment Information where such permission may be required; and You will keep this information accurate and up-to-date. Your creation of an account is further affirmation of your representation and warranty in this respect.

12.3 It is recommended that you keep any Account details secret, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared or revealed to another person. If you use a shared computer, it is recommended that you do not save your account details in your internet browser.

12.4 If you have reason to believe that another person without consent has obtained your account details, you should contact Us immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until the provision of Services or despatch of goods has commenced. In the event that an unauthorised provision commences prior to your notifying us of the unauthorised nature of the order or payment, We accept no liability or responsibility for any loss and you should make contact with the third party payment service provider detailed in the Purchase Information, ie Your card company.

12.5 When choosing your username and login details, you are required to adhere to the terms set out above in Clause12.3 and also not use any obscene or undesirable account/User names, which we reserve the right to delete if found to be in Our absolute judgement, obscene, vulgar or otherwise undesirable. Any failure to adhere, could result in the suspension and/or deletion of your Account.

13.0 Products, Pricing, Availability & Orders Policy:

13.1 Whilst every effort has been made to ensure that all descriptions of Services appearing on Our site correspond to the actual Services and goods offered, We are not responsible for any variations or errors in these descriptions.

13.2 Where appropriate, you are required to select the correct level of ordering and delivery services You require, on terms which suit between You and the Supplier. We do not get involved in any dispute or disagreement between You and the Supplier, unless an official complaint regarding the Supplier’s behaviour is reported, and We will seek to mediate in such dispute.

13.3 We accept no responsibility if you make an error in ordering by mistake and find later it is not fit for your purpose, if the goods have been opened and/or used.

13.4 The person completing any online order is the Customer, and is responsible for the payment of the goods and giving the correct postal details for delivery. You agree that until paid for, any goods belong to the Supplier. At that point, both the title (ownership) and responsibility for the goods or services passes to You and becomes Your property.

13.5 Please note that since most of the Goods, Products & Services featured on Our Website are largely exempt from the provisions of The Consumer Contract Regulations (incorporating the Distance Selling Regulations) as they are “digital” products and Downloads. Some exemptions may apply and if You are in doubt You should take independent legal advice or consult Your local Citizen’s Advice Bureau..

14.0 Communications & Requests:

14.1 All notices and communications shall be given to us either by post to our Premises (see address above) or by email to support@umoga.com

14.2 Such notice will be deemed received 3 days after posting if sent by first class post within the UK, or the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

14.3 Orders and Provision of Services

14.4 No part of this Website constitutes an automatic contractual offer capable of acceptance. Your Order to Us constitutes only a contractual offer that we may, at Our sole and absolute discretion, accept. We reserve the right to reject or decline any Order enquiry at our own discretion, without giving any reason to do so.

14.5 We reserve the right to reject, decline or otherwise cancel any User account in Our sole discretion at any time.

15.0 User Accounts & Use of this Website:

15.1 you shall not: provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to them without Our prior written permission; display, publish, copy, print, post or otherwise use it and the information contained therein for the benefit of any third party or web site without Our prior written consent;

15.2 You shall not hack, attempt to hack, modify, adapt, merge, translate, distribute, transmit, use, re-use, re-post, disassemble, decompile or reverse engineer or create derivative works out of Our Website or any Content or information contained in it, for any purpose other than as expressly permitted above unless expressly permitted by applicable law;

15.3 You shall not remove, disable, modify, add to or tamper with any program code or data, copyright, trademark or other proprietary notices and legends.

15.4 You will be responsible for any User Content that you upload, submit, transmit, post or otherwise place on or through Umoga and you accept that full responsibility and liability for that Content rests solely with you. We shall have no liability in relation thereto.

15.5 By uploading, submitting, transmitting, posting or otherwise placing any User Content on or through umoga.com you expressly agree and confirm that: you are not a minor or else have your parent's or guardian's permission to do so on these Terms; your User Content may be used on and in connection with Umoga; you grant Us the non-exclusive, irrevocable, worldwide, perpetual, royalty free right and licence to use or feature such User Content on and / or in connection with Umoga and to give all consents (if any) which Umoga requires including under copyright and other intellectual property, data protection and privacy laws world-wide, for that use only; You own or have proper licenses, permissions and other consents in place in respect of all features and resources used in the User Content you submit or make available; that you have not granted any other person any rights that are inconsistent with the rights granted above.

16.0 Sale of Items via Umoga, Donations & Refunds Policy:

16.1 Users wishing to sell their products or items via Our Website, need to contact Us for acceptance of Seller status before advertising any items for sale. There will be no exceptions, and any User found trying to sell products outside of an authorised arrangement with Umoga, will be terminated immediately from Our platform.

16.2 Authorised Sellers hereby agree to pay a commission on sales of 10% (ten percent) of the value paid by the Customer/ Buyer, to Umoga. Again no exceptions will be made, and Umoga reserve the right to collect any fees they believe are owing on such sales.

16.2.1 Umoga will collect all the sales transactions and will repay users at the end of every month. This is done so that computability can be facilitated. Each user MUST provide valid paypal accounts as it is the only way umoga can process and repay the users every month.

16.2.2 users are reminded that umoga takes 10% of processing fee. However, the user agrees to pay the PayPal Relating fees of 3.4% + 20p every time an asset is bought.

16.3 As the “Assets” sold via Umoga platform are digital in nature and done so by way of a User download, there is no refund policy created between Umoga and any User. Umoga act only as a platform and “Introduction Agent” between the Users. Any purchases between them are at their own decision and risk. You should satisfy yourself as to the validity of any offers for sale with the individual Member/ User before proceeding. In the event there is a disagreement between the Buyer and Seller, You hold Umoga.com blameless for any disappointment or financial loss.

16.4 In the event that there has been fraudulent activity or malignant activity from a particular Member/ User who has sold product to You, Umoga will at their sole discretion compensate You for Your financial loss (limited to the cost of the Purchase price only). If You need to make a claim to Us or complain about another Member’s/User’s behaviour, you should contact Our customer services so that We might investigate.

16.5 The decision of Umoga is final in connection with any offers of refunds being made.

16.6 If You cannot be refunded by Umoga, then You alone are responsible for raising a dispute with Your bank or Card provider.

16.7 Further advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these terms and conditions will affect Your legal rights.

16.8 Any donations that are made to Umoga.com to help with its growth and operations, are simply that – they are donations and freely given gifts. We hereby state that we are not a charity or fundraising organisation, and nothing can be implied to suggest that We are charitable in nature. Umoga is not registered with the Charity Commission and we make no representation of association with any charity or benevolent organisation. No refunds shall be given in respect of any donations, and any such donations are to be used for the furtherance and operation of Umoga at Our sole and absolute discretion.

16.9 In the event that You have any complaints, concerns, Service problems and or requests for refund due, Our address for contact is support@umoga.com

17.0 Online Precautions:

17.1 It is a known risk of internet usage that people are not necessarily who they say they are. People may provide information or behave in a way that is unreliable, misleading, unlawful or illegal. Umoga.com has no way of telling if statements made by other Users are true or accurate. This is a decision that can only be made by You. You should therefore exercise some degree of caution when using any web site. By using Umoga.com and its services you accept that this is the case and accept that you therefore use Our Website and Service at your own risk. PLEASE TAKE PARTICULAR CARE IN RELATION TO THE DISCLOSURE OF YOUR OWN PERSONAL INFORMATION SUCH AS YOUR SURNAME, ADDRESS, EMAIL ADDRESS, TELEPHONE NUMBER AND PLACES YOU GO.

18.0 Disclaimers:

18.1 Umoga makes no warranty or representation that this Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure or that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.

18.2 No part of this Website is intended to constitute legal advice (or of any other advice technical or otherwise), and the Content of this Website should not be relied upon when making any personal decisions or taking any action of any kind.

18.3 No part of this Website is intended to constitute a contractual offer capable of acceptance. We may decline Your application to Use Our Services at any time in Our absolute discretion.

18.4 Whilst We use reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own online security for their personal details and their computers.

19.0 Changes to Our Services and General Information:

19.1 We reserve the right to change the Website, its Content or these Terms and Conditions at any time. Such changes shall be updated on our website as and when such changes occur. In such event You will be bound by any changes to the Terms and Conditions from the first time you use the Website following such changes.

19.2 If We are required to make any changes to Terms and Conditions by law or new legislation, these changes will apply automatically to any Orders currently pending in addition to any Orders placed by you in the future.

20.0 Availability of the Website:

20.1 The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by UK law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

20.2 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

21.0 Limitation of Liability:

21.1 To the maximum extent permitted by UK law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any direct, indirect, consequential, special or exemplary damages arising from the use of Our Website or any information contained therein, or from using Our Products. Users should be aware that they use the Website and its Content and Our products at their own risk.

21.2 Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

21.4 UK Only: Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable by a competent legal authority, that term is to be deemed severed from these Terms and Conditions but such deletion shall not affect the validity and enforceability of the remainder.

22.0 Privacy & Any Conflict of Tcs&Cs:

22.1 The Use of the Website is also governed by our privacy policy which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please click on the link above.

22.2 In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

22.3 In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these current Terms and Conditions shall prevail unless it is expressly stated otherwise.

22.4 Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Umoga.com

22.5 Website Modifications and Revisions - We have the right to change, modify or revise our Website at any time without prior notification to You. By using our Website, you agree to be bound by any changes, modifications and revisions. We suggest that you review this page regularly in order to be fully aware of our up-to-date terms and conditions.

23.0 Non Reliance on Information:

23.1 The content on our Website is provided for general information only. It is not intended to offer or be capable of becoming advice on which you should rely. Should you wish, you can obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.

23.2 The images of any Products on our Website are for illustrative purposes only. Although we have made every effort to display the colours, size and design accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour and accurate size of Our Products.

23.3 Products may vary slightly from those images.

23.4 The packaging of the Products may vary from that shown on images on our Website.

23.5 We are committed to continual improvement. As a result we reserve the right to change, adapt, add to, withdraw or otherwise change the designs, functionality, appearance and availability of Our Website at any time.

24.0 Liability for the Website:

24.1 We cannot warrant or guarantee the accuracy or completeness of all or any information published on the Website. Nor can We warrant or guarantee that the Website will remain available at all times or that content is kept up to date or that it will be secure or free from bugs or viruses. The Website is made available only on an “as is” basis. To the absolute maximum permitted under applicable law, We hereby exclude all representations, warranties, conditions or other terms (express or implied) that relate to or may apply to the Website and the use of our Website.

25.0 Applicable Law and Jurisdiction:

25.1 These Terms and Conditions and the relationship between you and Umoga.com shall be governed by and construed in accordance with the Laws of England and Wales. You hereby agree to submit any disputes, clarifications or claims to the exclusive jurisdiction of the Courts of England and Wales.