Terms & Conditions
Umbrella Terms of Service
Effective Date: July 31, 2025
These Terms of Service (the “Agreement”), together with our Acceptable Use Policy, Data Processing Agreement, any applicable Service Order(s), and additional product-specific policies, constitute a legally binding agreement between Umbrella (“Umbrella”, “we,” or “us”) and you, the customer (“Customer”, “you,” or “your”).
YOU MUST ACCEPT THESE TERMS TO PROCEED. BY CREATING AN ACCOUNT, USING OUR PLATFORM, OR EXECUTING A SERVICE ORDER, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
1. Access to and Use of Services
1.1 Provision of Services. Umbrella will provide access to the Services as specified in your Service Order(s), in accordance with applicable law and security protocols. You may use the Services for your internal business purposes and may permit Authorized Users to access and use them, provided you ensure they comply with this Agreement.
1.2 Restrictions. You may not resell, sublicense, reverse-engineer, or use the Services to operate a competing business. Unauthorized access, use, or transmission of unsolicited messages is strictly prohibited.
2. Customer Data
2.1 Definition. “Customer Data” includes any data you upload or transmit to the Umbrella platform, including contact information, message content, and metadata.
2.2 Ownership. You retain full ownership of your Customer Data. Upon written request and if your account is in good standing, Umbrella will provide a copy of available Customer Data.
2.3 Use and Access. Umbrella may access, process, and aggregate Customer Data in a de-identified form for product improvements, research, or reporting. We may disclose Customer Data only when required by law, to prevent harm, or to respond to emergencies.
2.4 Storage. Except as agreed mutually in writing, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
2.5 Privacy. All customer and subscriber data belongs solely to the client and is never sold or shared with third parties. Access to this data is limited to authorized personnel and only used to support platform functionality and compliance. Data is stored securely using encrypted, SOC 2 Type II-compliant infrastructure. Clients may request their data at any time, provided the account is in good standing. We adhere to all industry regulations, including 10DLC and Google API Services User Data Policy guidelines, and require all users to maintain proper opt-in consent for SMS communications.
3. Customer Restrictions
3.1 Prohibited Uses. You may not use Umbrella Services to:
- Send spam messages
- Harass or mislead consumers
- Transmit harmful content or malware
- Misrepresent your identity
- Circumvent platform limitations or fees
3.2 Umbrella as Service Provider. You acknowledge Umbrella acts as a delivery platform only. All messages are originated and initiated by you, the Customer.
4. Cancellation and Wallet Policy
4.1. To cancel your SMS subscription, send a written request to clientsuccess@tryumbrella.com prior to your next billing cycle. For example, your June invoice covers services through the end of June.
4.2. Non-Refundable Items:
- Setup Fees are non-refundable.
- Platform Fees are non-refundable.
- Wallet Funds are non-refundable.
4.3. If you cancel with remaining wallet funds and are not on a PAYG plan, your account will automatically be transferred to PAYG with those funds preserved.
4.4. If a PAYG account is inactive for more than 90 days, it will be deactivated and any remaining balance forfeited. Reactivation will require a new setup fee.
4.5. Exception: Termination of Local SEO Services requires a 30-day written notice, and Services will continue through two full billing cycles following receipt of the cancellation notice.
5. Fees, Billing, and Taxes
5.1 All fees are billed in advance and due upon receipt. Nonpayment may result in service suspension.
5.2 You are responsible for all applicable taxes. Late payments may incur interest.
6. Platform Ownership and Feedback
6.1 Umbrella retains ownership of all intellectual property in the platform.
6.2 You may not copy, decompile, or modify the platform.
6.3 Feedback you provide may be used by Umbrella without obligation or restriction.
7. Confidentiality
7.1 Both parties agree to protect the other’s confidential information using reasonable care.
7.2 Disclosure is permitted only under legal obligation or mutual agreement.
8. Warranty Disclaimer
8.1 The Services are provided “as is.” Umbrella disclaims all warranties not expressly stated.
8.2 We do not guarantee message delivery due to carrier filtering or customer device limitations.
9. Limitation of Liability
9.1 Umbrella is not liable for indirect, incidental, or special damages.
9.2 Our total liability will not exceed fees paid by you in the 6 months prior to any claim.
10. Term and Termination
10.1 This Agreement remains in effect until terminated.
10.2 Either party may terminate this Agreement with 30 days’ written notice in the event of a material breach. Umbrella reserves the right to suspend Services for nonpayment or to comply with legal obligations.
10.3 Upon termination, your access to the Services ends. Umbrella may delete data unless otherwise required by law.
11. Governing Law and Venue
11.1 This Agreement is governed by the laws of Arizona. Any dispute will be resolved in courts located in Arizona.
12. Updates and Changes
12.1 We may update these Terms. Continued use after changes constitutes acceptance.
12.2 If you no longer agree to the updated Terms, you must stop using the Services.
13. Contact Information
Questions? Email us at clientsuccess@tryumbrella.com
