Terms of Service

1. The Service

Umbrella provides an AI-powered operations platform for live entertainment and related workflows. Depending on what we make available to you, the Service may include workspaces; planning and operations tools; programs and operational records; signals, artifacts, and resources; AI-powered assistance (including our assistant, “Violet”); automation capabilities; third-party integrations; and related platform features.

We may add, modify, or discontinue features over time. These Terms are written to cover the Service as offered now and as it evolves. Descriptions of capabilities do not promise that any particular feature, integration, or automation will be available to you at any time.

Certain legacy or limited marketplace, booking, messaging, or payment features may remain available in some environments. Where those features are offered, additional terms in these Terms (including fees shown in-product) apply to that use.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract. You agree to provide accurate registration information and keep it updated. You are responsible for safeguarding your credentials and for activity under your account.

We may offer sign-in methods such as email and password and third-party authentication (for example, Google). Availability of any method may change.

If you use the Service on behalf of an organization, you represent that you have authority to bind that organization. In that case, “you” includes the organization. Today, a workspace is typically associated with a single account; if we offer multi-user collaboration, roles, or permissions later, you remain responsible for users you authorize.

3. Workspaces, roles, and access

The Service may support different account paths and roles (for example, operator/planner, artist, or administrator) and related onboarding. Features available to you depend on your account, role, entitlements, and configuration.

You are responsible for configuring access within your control, reviewing outputs before acting on them, and ensuring that use of the Service complies with your internal policies and applicable law.

4. Customer content and data ownership

“Customer Content” means content, data, and materials you or your systems submit to the Service, including account information; program and operational records; signals, artifacts, and resources; messages and notes; files you upload where upload features are offered; and data retrieved from third-party integrations you connect.

As between you and Umbrella, you retain ownership of Customer Content. You grant Umbrella a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content solely to provide, secure, maintain, and improve the Service, and as otherwise described in our Privacy Policy. You represent that you have the rights needed to grant this license and to submit Customer Content (including data from connected accounts).

“AI Output” means suggestions, drafts, summaries, recommendations, rankings, or other content generated by AI-powered features. Subject to third-party rights and these Terms, we do not claim ownership of AI Output generated for you from your Customer Content, but Umbrella and its licensors retain all rights in the underlying models, software, prompts, and systems that produce it.

5. Programs, signals, artifacts, resources, and records

The Service may allow you to create and manage operational objects such as programs, signals, artifacts, resources, trusted parties, and related records. You are responsible for the accuracy and legality of information you enter or attach, and for decisions you make using those records. Soft-archive or similar controls, where offered, may retain underlying data as described in the Privacy Policy.

6. Uploads and attachments

Where we offer upload features (for example, profile or resource images), you must only upload content you have rights to use and that does not violate these Terms or law. We may set size, type, and other limits and may remove content that violates these Terms.

7. AI-powered features (including Violet)

The Service may include AI-powered assistance, automation capabilities, and related tools (including Violet). These features may generate recommendations, summaries, draft messages, rankings, insights, or other AI Output, and may help route or prepare workflows. Some AI features may be optional, experimental, or disabled in your environment.

AI Output is informational and assistive only. It is not legal, financial, tax, medical, or other professional advice, and it may be inaccurate, incomplete, outdated, or inappropriate. You are solely responsible for reviewing AI Output and for decisions, communications, and actions you take (or do not take) based on it, including any outbound messages you approve or send through your own systems.

Do not submit highly sensitive data (such as government ID numbers, full payment card numbers, or protected health information) into AI features unless we expressly request it through a dedicated, secure flow designed for that purpose.

8. Third-party integrations

The Service may allow you to connect third-party accounts and services (for example, email, calendar, CRM, or event platforms) through integration providers. By connecting an integration, you authorize Umbrella and its processors to access and process data within the scopes you approve, to sync and display that data in the Service, and to perform permitted actions (such as creating a draft in a connected mailbox when that capability is enabled for you).

Your use of third-party services remains subject to those parties’ terms and privacy policies. We do not control third-party services and are not responsible for their availability, accuracy, or security. Integration availability, scopes, and permission modes (such as read versus limited write/draft) may vary and may change. When you connect Google services, Umbrella’s processing of Google user data is also described in our Privacy Policy (including Google’s Limited Use requirements).

Unless a feature expressly sends or publishes on your behalf, you remain responsible for reviewing and approving outbound actions in the third-party system. For example, creating a draft does not mean a message has been sent.

We may limit the number of authorized connections or other entitlements associated with your account. Limits and commercial terms, if any, will be disclosed in the Service or a separate agreement.

9. APIs and developer access

If we make APIs, webhooks, or developer tools available, your use is subject to these Terms and any additional documentation or agreement we provide. You must not abuse rate limits, circumvent authentication, or use APIs to scrape or overload the Service.

10. Beta, preview, and experimental features

We may offer beta, preview, or experimental features. They are provided as is, may be incomplete or change without notice, and may be withdrawn at any time. Your use of such features is at your own risk.

11. Fees and payments

Some features of the Service may be free; others may require fees, subscriptions, usage-based charges, connection or entitlement limits, or other paid plans. Where fees apply, we will disclose the applicable amounts, billing cycle, and material terms in the Service, at checkout, or in a separate order before you are charged.

Payment processing. We use Stripe and may use other payment processors to bill for the Service and related charges. By providing a payment method or completing a paid transaction, you authorize Umbrella and Stripe (and any other processor we use) to charge that method for amounts you owe, including recurring subscription charges where you enroll, taxes where applicable, and adjustments disclosed to you. You also agree to the processor’s terms and privacy policy. We do not store full payment card numbers; card data is handled by Stripe or the applicable processor.

Where booking, marketplace, or payout features are available, payments and payouts may also be processed through Stripe (including Stripe Connect where offered). Fee amounts, splits, and taxes for those features are as shown at checkout or in the Service at the time of the transaction.

Unless required by law or stated otherwise at purchase, fees are non-refundable. Failed payments, chargebacks, or expired payment methods may result in suspension or limitation of paid features until resolved.

12. Acceptable use

You will not, and will not allow others to:

• Violate law or infringe others’ intellectual property, privacy, or publicity rights;
• Harass, threaten, defraud, discriminate against, or endanger anyone;
• Upload malware, or attempt unauthorized access to the Service or related systems;
• Reverse engineer, decompile, or attempt to extract source code or models except to the extent such restriction is prohibited by law;
• Scrape, crawl, harvest, or use automated means to access the Service in a manner that abuses, overloads, or circumvents technical limits, except through documented APIs we expressly permit;
• Interfere with security, abuse prevention, entitlement, or authentication controls;
• Misrepresent your identity or affiliation, or use the Service for spam or illegal payments;
• Use AI features to generate unlawful content or to mislead others about the nature of AI Output.

We may remove content, limit features, suspend accounts, or take other action for violations or to protect the Service, users, or third parties.

13. Feedback

If you provide feedback, ideas, or suggestions, you grant Umbrella a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them without obligation to you.

14. Umbrella intellectual property

Umbrella and its licensors own the Service, including software, models, interfaces, branding, and documentation. We grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for your internal business or personal purposes during the term, subject to these Terms. No other rights are granted.

15. Service availability

We aim to keep the Service available, but we do not guarantee uninterrupted or error-free operation. We may perform maintenance, updates, or emergency interventions that temporarily limit access. The Service is not a substitute for your own systems of record where those remain authoritative.

16. Disclaimer of warranties

The Service, including AI-powered features and integrations, is provided as is and as available. To the fullest extent permitted by law, Umbrella disclaims all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service or AI Output will be accurate, complete, reliable, secure, or free of harmful code, or that third-party services will remain available.

17. Limitation of liability

18. Indemnification

You will defend and indemnify Umbrella and its affiliates, officers, directors, employees, and agents against claims, losses, liabilities, costs, and reasonable attorneys’ fees arising from: (a) Customer Content; (b) your use of the Service, AI Output, or integrations; (c) your breach of these Terms or applicable law; or (d) disputes with third parties relating to your events, vendors, artists, or customers.

19. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate access if we reasonably believe you violated these Terms, create risk for Umbrella or others, or if required by law or a third-party provider. Provisions that by their nature should survive (including ownership, AI disclaimers, warranties, liability limits, indemnity, and governing law) will survive termination.

20. Governing law and disputes

California law governs these Terms, without regard to conflict-of-law rules that would apply another jurisdiction’s laws. Subject to protections you may have as a consumer, you agree that exclusive jurisdiction for disputes lies in the state and federal courts located in Los Angeles County, California, and you consent to personal jurisdiction there.

21. Changes

We may update these Terms by posting a new version and changing the “Last updated” date. For material changes, we will use reasonable notice (such as email or an in-product alert) when appropriate. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

22. General

These Terms are the entire agreement between you and Umbrella about the Service and replace earlier conflicting understandings on the same subject, except for a separate written agreement signed by Umbrella (such as an order form) that expressly prevails. If a provision is unenforceable, the rest remains in effect. Failure to enforce a term is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, financing, or sale of assets.

23. Contact

Questions about these Terms: info@umbrellalive.com.