1. INTRODUCTION AND ACCEPTANCE
Over, Inc. (“Company”, “we”, “us and “our”) offers you access to our interactive online websites (including all content and functionality through the www.madewithover.com domain name, the “Website”), applications and services. These Terms of Use (the “Terms of Use”), together with our Privacy Policy (which can be found at www.madewithover.com/legal, the “Privacy Policy”) and any additional terms, related data, our proprietary content, related documentation and information govern your use of our Website, any of our widgets or other applications (“Applications”)(collectively, including Team Services (as defined herein), our “Services”).
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY VISITING OR ACCESSING ANY PART OF OUR WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME), DOWNLOADING OUR APPLICATION, PROVIDING INFORMATION TO US THROUGH THE WEBSITE OR APPLICATION, REGISTERING FOR A MEMBERSHIP (AS DEFINED HEREIN) OR USING OUR SERVICES IN ANY WAY, YOU (the terms “you”, “your”, and “yours” shall refer to any and all users (INCLUDING COMPANY USERS AND TEAM USER (AS DEFINED HEREIN)) of the Website, Application or Services (the “User”)) EXPRESSLY CONSENT AND AGREE TO BE BOUND BY AND TO COMPLY WITH THESE TERMS OF USE AND OUR PRIVACY POLICY. THESE TERMS OF USE AND OUR PRIVACY POLICY MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION TITLED “AMENDMENTS; ADDITIONAL TERMS”. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE AND/OR THE PRIVACY POLICY, YOU DO NOT HAVE OUR AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE WEBSITE OR APPLICATION.
2. INTELLECTUAL PROPERTY
The entire contents displayed on the Website and Application (and any derivative works or enhancements of the same) including, but not limited to, all text, fonts, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services (collectively, the “Service Content”) and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, or identified third parties. All Service Content have copyright protection as a collective work under the laws of the United States and other copyright laws and, except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Service Content from the different areas of the Website and/or Application only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You agree not to use any of our logos or any other proprietary graphic or trademark without our express written consent. Any rights not expressly granted in these Terms of Use are expressly reserved.
3. ACCESS AND USE
(A) Our Services are provided for your personal and commercial use except when our Service Content is used to create end products for sale where the lifetime sales of the end product for sale exceeds 400 units. An end product (an “End Product”) for sale can be either a digital design or physical item created using our Services that you and/or your client intends to sell. You understand and agree that End Products you create using our Service Content must be a unique implementation of the Service Content, significantly different than the original piece of Service Content and require time, effort, and skill to produce. We may offer certain portions of our Services at no charge and others for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, subject to these Terms of Use, and upon your registration for a Membership, you are being granted or purchasing a revocable, non-exclusive, non-transferable and limited license to use our Services.
(B) When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. You acknowledge that you do not acquire any ownership rights by downloading, installing or printing Service Content.
(C) Furthermore, except as expressly permitted in these Terms of Use, you may not:
(i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content; (ii) circumvent, disable or otherwise interfere with our security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content; (iii) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Service Content for any purpose without our express written permission; (iv) collect or harvest any personally identifiable information from our Services including, without limitation, user names, passwords, email addresses; (v) solicit other users to join or become members of any commercial online service or other organization without our prior written approval; (vi) attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same; (vii) decompile, reverse engineer, or disassemble any portion of our software or other Service Content, or our Services; (viii) use network-monitoring software to determine architecture of or extract usage data from our Services; (ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Membership; (x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or (xi) engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.
(D) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
(E) Additionally, in connection with the use of the Application, you understand and agree that (i) your use of the Application is conditioned upon your acceptance of these Terms of Use; (ii) the Application contains copyrighted material, trade secrets, and other proprietary materials of the Company and our licensors; (iii) you will only use the Application to access and/or use the Services; (iv) you will not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service; (v) you will not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with us; (vi) you will not use any software or hardware that reduces the number of Users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware); (vii) you will not lend, lease, rent or sublicense the Application; (viii) you will permit us to send and deliver updates and notifications to you as part of your use of the Application; (ix) you will allow the Application to automatically download and install updates from time to time from us which are designed to improve, enhance and further develop the Application and may take the form of bug fixes, enhanced functions, new software modules and completely new versions; and (x) in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (a) decompile, disassemble or reverse engineer the Application; (b) modify or create derivative works of the Application; (c) use the Application in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (d) transmit the Application or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (e) sell, distribute, rent, lease, sublicense or otherwise transfer the Application to a third party; or (f) use components of the Application to run applications not running on the Application.
4. USER REGISTRATION
(A) In order to access or use some features of our Services, you may have to become a registered user by registering for a Membership. If you are under the age of thirteen, then you are not permitted to register as a User or otherwise submit personal information.
(B) If you become a registered User, you agree to (i) provide true, accurate and complete registration information for yourself or, if accessing the Company’s “team” function and services (the “Team Services”), your company name (the “Company User”); (ii) provide any credit card or other payment information (the “Credit Card”), if applicable; (iii) maintain and promptly update your Membership to keep it true, accurate, current and complete; (iv) authorize us and our affiliates to charge your Credit Card for any and all fees incurred by you for your use of the Services; and (iv) provide true, accurate and correct registration information, as applicable, for each individual User under the Company User Membership (each a “Team User”). During registration, you will create a username and password (a “Membership”). You are responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to Contact us immediately if you become aware of any breach of security or unauthorized use of your Membership. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Membership and refuse any and all current or future use of the Services (or any portion thereof).
(C) Team Services.
5. USER CONTENT
(A) We may now or in the future permit Users to post, upload, transmit through, or otherwise make available through our Services and for use or display to others (collectively, “submit”) messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published through our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same. You agree that we may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action arising from any User Content posting by you.
(B) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.
(C) You represent, warrant, and covenant that you will not submit any User Content that:
(i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity; (ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; (iv) is an advertisement for goods or services or a solicitation of funds; (v) includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references; (vi) contains a formula, instruction, or advice that could cause harm or injury; or (vii) is a chain letter of any kind.
Moreover, any conduct by a User that in our sole discretion restricts or inhibits any other User from using or enjoying our Services will not be permitted.
(D) We will not use your User Content (e.g., images, etc.) without your permission. Where you have provided us permission (e.g., to share your image on Facebook or Instagram, display your image on our Website under a promotion, etc.), by submitting User Content to us, you simultaneously grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) in the manner you have requested. We may exercise this for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other Users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal and commercial use as permitted by the functionality of our Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.
(E) By submitting User Content, you also grant us the right, but not the obligation to use your biographical information including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your User Content; provided, however, that all such uses will be consistent with the terms of our Privacy Policy.
(F) Pursuant to a promotion or in certain other instances, you may give us permission to share or use your User Content on our Website or on a third party platform. In such instances, you acknowledge and agree that we may use your User Content to promote our Services and that your User Content may appear in proximity to third party advertisements and/or content. You acknowledge and agree that no compensation will be paid to you with respect to the use of your User Content, as provided herein.
(G) Your participation in communications through the Services, if any and if allowed by us, will occur in real time and is not edited, censored, or otherwise controlled by us. We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.
6. SERVICE CONTENT & THIRD PARTY LINKS
(A) We provide our Services including, without limitation, Service Content for educational, entertainment, promotional and/or commercial purposes expressly stated in this Terms of Use. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Service Content. We do not assume any responsibility or liability for any User Content, opinion or other commentary posted on the Website, the Application or any third party website linked to the Website or Application. We further do not make any express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Service Content and, under no circumstances will we be liable for any loss or damage caused by your reliance on any Service Content.
(B) In many instances, Service Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. You understand that we do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Services by anyone other than our authorized employees or spokespersons while acting in their official capacities. You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
(C) Our Services may link or contain links to other websites maintained by third parties. It is your responsibility when viewing other websites to abide by any privacy statements and terms of use posted in connection with these links. You understand these links may lead unintentionally to websites containing information that you or others may find inappropriate or offensive. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links and agree that we are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
7. INDEMNIFICATION
You agree to indemnify and hold harmless Company and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; (v) your acts or omissions and, if you are a Company User, the acts, omissions, breaches of these Terms of Use and/or violation of any applicable law by any of your Team Users; and (vi) any activity related to your Membership (including infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Website, the Application or the Services using your Membership. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
8. DISCLAIMER OF WARRANTIES; WAIVER AND RELEASE
(A) YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (6) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. WE CANNOT AND DO NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE WEBSITE OR THE APPLICATION WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. WE MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. ALTHOUGH WE HAVE ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE WEBSITE AND APPLICATION, WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
(B) YOU AGREE THAT NEITHER THE COMPANY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE APPLICATION, THE SERVICE, OR THE CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE APPLICATION, THE SERVICE, OR THE SERVICE CONTENT.
9. LIMITATION ON LIABILITY
(A) UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD PARTY OR CONDUCT OF A THIRD PARTY USING OUR SERVICES.
(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY COMPANY DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
10. TERMINATION
(A) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your use of our Services for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use. You agree that Company is not liable to you or any third party for any termination or suspension of your Membership or for blocking your use of our Services.
(B) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions in the Section titled “MISCELLANEOUS”.
11. COPYRIGHT POLICY
(A) We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
Over, Inc., 16233 Reitan Rd NE, Bainbridge Island, WA 98110, Phone: 0835010447. Claims can be directed to us at kobus@overhq.com.
(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. (iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
12. CHOICE OF LAW; JURISDICTION AND VENUE
These Terms of Use shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules. Any legal proceedings against Company that may arise out of, relate to, or be in any way connected with our Website, Application, Services or these Terms of Use shall be brought exclusively in the state and federal courts of the State of Delaware and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
13. DISPUTE RESOLUTION & MANDATORY ARBITRATION
(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.
(B) If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
(C) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.
(D) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
(E) Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and Company, not as part of a class wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the class wide dispute must be brought in court.
14. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
15. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
16. AMENDMENT; ADDITIONAL TERMS
(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique of our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(B) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website, notification by email or through any of our Applications. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your Membership.
17. MISCELLANEOUS
(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No waiver shall be binding unless executed in writing by the party making the waiver The section headings used herein are for convenience only and shall not be given any legal import.
(B) Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.
(C) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(D) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.
(E) No provisions of these Terms of Use are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any nonprofit user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to these Terms of Use; except that Sections 7, 8(b), and 9 are intended to benefit the Company and its officers, directors, employees, agents, licensors, and suppliers.
(F) We may deliver notice to you under these Terms of Use by means of electronic mail, a general notice on the Website or the Application, or by written communication delivered by first class U.S. mail to your address on record in the Membership. You may give notice to us at any time via electronic mail to the Website at the following address: legal@overhq.com.
Effective and last modified May 25, 2018
Please read the following Privacy Policy carefully before using this app or other services that we provide. By accessing or using our app or services (other than to read this Privacy Policy for the first time), you agree to the terms of this Privacy Policy.
Over, Inc. (“we”, “our”, or “us”) is pleased to offer you access to this software application and its related “Website” at www.madewithover.com (together, the “App”). Your use of the App is subject to the terms set forth in this Privacy Policy and any other terms we may provide you.
We have adopted this Privacy Policy to detail the types of information we collect when you use our App, how we use the information we collect from you, the instances in which we may share your information with others, and the choices and options you have to restrict our collection and/or sharing of your information.
A. What information does the app obtain and how is it used?
The App typically collects two kinds of information about you: (a) information that you provide that personally identifies you (“PII”); and (b) information that does not personally identify you, which we automatically collect when you use the App or that you provide us (“non-PII”).
1. Personally Identifiable Information (“PII”): Our definition of PII includes any information that may be used to specifically identify or contact you, such as your name, postal address, phone number, etc. As a general policy, we do not automatically collect PII when you access or use the App. In certain circumstances, we may request, allow or otherwise provide you an opportunity to submit PII in connection with a feature, program, promotion or some other aspect of our App. For instance, you may: (a) provide your name, postal/shipping address, email address, and phone number when registering with our App, or in connection with a contest entry; (b) provide certain demographic information about you (e.g., age, gender, purchase preference, usage frequency, etc.) when participating in a survey or poll; or (c) post a general comment and/or recommendation on our App. Certain information may not be personally identifiable when standing alone (e.g., your age), but may become so when combined with other information (e.g., your age and name). Whether or not you provide this information is your choice; however, in many instances this type of information is required to participate in the particular activity, realize a benefit we may offer, or gain access to certain content on our Website. For example, while registration is optional and free, if you do not register you may not be able to use some of the features offered by the App (e.g., downloading extra fonts, art packs, etc.).
2. Non-Personally Identifiable Information (“non-PII”): Our definition of non-PII is any information that does not personally identify you. Non-PII can include certain PII that has been de-identified; that is, information that has been rendered anonymous. We obtain Non-PII about you from information that you provide us, either separately or together with your PII. We also automatically collect certain Non-PII from you when you access our Website. We may also receive non-PII from third party sources. This information can include, but is not limited to, the type of mobile device you use, your mobile device's unique device ID, the IP address of your mobile device, general geographic information, your mobile operating system, the type of mobile Internet browsers you use, search terms, other applications you have downloaded, and information about the way you use the App.
Finally, please note that the App uses a platform provided by Intercom, Inc. (“Intercom”) for feedback and support, and other optional services (“Service Platform”), which is accessible directly through the App or via a computer at http://intercom.help/over. When you submit PII and/or non-PII to the Service Platform, that information is submitted to both us (pursuant to this Privacy Policy) and Intercom (pursuant to its separate privacy policy at that is accessible via the Services Platform).
B. How do we use and share information obtained via the app?
1. PII: The PII you submit to us is generally used to carry out your requests, respond to your inquiries, better serve you, or in other ways naturally associated with the circumstances in which you provided the information. We may also use this information to later contact you for a variety of reasons, such as customer service, providing you promotional information for our products or those of our parent company, subsidiaries or other affiliated companies (“affiliated companies”), or to communicate with you about content or other information you have posted or shared with us via our App.
In certain instances we may also share your PII with our third party vendors performing functions on our behalf (or on behalf of our affiliated companies) – e.g., vendors that process credit card orders, administer our promotions, provide us marketing or promotional assistance, analyze our data, assist us with customer service, etc. Our vendors agree to use this information, and we share information with them, only to carry out our requests. In addition, we may share your PII with participating sponsors to a program or promotion (e.g., a sweepstakes or contest) you enter via our App and/or co-promotional partners and others with whom we have marketing or other relationships. Except as provided in this Privacy Policy or as disclosed when you submit the information, your PII will not be shared with or sold to any third party for that third party’s own business use without your prior approval.
2. Non-PII: We use Non-PII in a variety of ways, including to help analyze use of our App, understand customer needs and trends, carry out targeted promotional activities, and to improve our App or services. We may use your Non-PII by itself or aggregate it with information we have obtained from others. We may share your Non-PII with our affiliated companies and third parties to achieve these objectives and others, but remember that none of this information will personally identify or otherwise be tangibly associated with you.
C. Other uses and information
1. Email Communications: In certain instances we may communicate with you via email. For example, we may communicate with you via email if you request a particular service or sign up for a feature that involves email communications, the email relates to a purchase you have made with us, we are sending you information about our other products and services, or you consented to being contacted by email for a particular purpose. You may “opt out” of receiving future commercial email communications from us by clicking the “unsubscribe” link included in most emails we send, or as provided below; provided, however, we reserve the right to send you transactional emails such as customer service communications.
2. Transfer of Assets: As we continue to develop our business, we may sell or purchase assets. If another entity acquires us or all (or substantially all) of our assets, the PII and non-PII we have about you will be transferred to and used by this acquiring entity, though we will take reasonable steps to ensure that your preferences are followed. Also, if any bankruptcy or reorganization proceeding is brought by or against us, all such information may be considered an asset of ours and as such may be sold or transferred to third parties.
3. Extraordinary Circumstances: We reserve the right to disclose any PII or Non-PII about you if we are required to do so by law, with respect to copyright and other intellectual property infringement claims, or if we believe that such action is necessary to: (a) fulfill a government request; (b) conform with the requirements of the law or legal process; (c) protect or defend our legal rights or property, our App, or other users; or (d) in an emergency to protect the health and safety of our App users or the general public.
4. Your California Privacy Rights: Residents of the State of California, under certain provisions of the California Civil Code, have the right to request from companies conducting business in California a list of all third parties to which the company has disclosed certain PII as defined under California law during the preceding year for third party direct marketing purposes. Requests are limited to one per calendar year. If you wish to take advantage of and believe you are entitled to the rights afforded under California, your request must attest to the fact that you are a California resident and provide a current California address for our response. We will comply with California law where applicable. You may request the information in writing at legal@overhq.com.
5. Sharing of Content: Within the App, you may be provided the option to share content (e.g., a picture, text, etc.) directly with social networking or other platforms (e.g., Facebook, Pinterest, etc.). If you choose to share any content from the App with a third party platform, please note that you are agreeing to that platform’s use of your content and information consistent with its relevant privacy and other policies – not this Privacy Policy. We are not responsible for the privacy practices employed by any third party platform.
6. Children: The features, programs, promotions and other aspects of our App requiring the submission of PII are not intended for children. We do not knowingly collect PII from children under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with PII, he/she should contact us at legal@overhq.com. We will delete such information from our files within a reasonable time.
D. Security
We are concerned about safeguarding the confidentiality of your information. We provide physical, electronic, and procedural safeguards to protect information we process and maintain. For example, we limit access to this information to authorized employees and contractors who need to know that information in order to operate, develop or improve our App. Please be aware that, although we endeavor to provide reasonable security for the information we process and maintain, no security system can prevent all potential security breaches. In the unfortunate event that your PII (as the term or similar terms are defined by any applicable law requiring notice upon a security breach) is compromised, we may notify you by e-mail (at our sole and absolute discretion) to the last e-mail address you have provided us in the most expedient time reasonable under the circumstances; provided, however, delays in notification may occur while we take necessary measures to determine the scope of the breach and restore reasonable integrity to the system as well as for the legitimate needs of law enforcement if notification would impede a criminal investigation.
E. Changes
This Privacy Policy may be updated from time to time for any reason. We will notify you of any changes to our Privacy Policy by posting the new Privacy Policy at http://www.madewithover.com/privacy. You are advised to consult this Privacy Policy regularly for any changes, as continued use of the App is deemed approval of all changes.
F. Contact and opt-out information
Please contact us via email at legal@overhq.com if: (a) you have questions or comments about our Privacy Policy; (b) wish to make corrections to or delete any PII you have provided; (c) want to opt-out from receiving future commercial correspondence, including emails, from us or our affiliated companies; or (d) wish to withdraw any consent you’ve provided to our sharing your PII with others. We will respond to your request and, if applicable and appropriate, make the requested change in our active databases as soon as reasonably practicable. Please note that we may not be able to fulfill certain requests while allowing you access to certain benefits and features of our App.
G. EU-U.S. Privacy Shield Framework
Over, Inc. is in the process of self-certifying for Privacy Shield. We intend to abide by the Privacy Shield Principals even before our self-certification process is complete. To that end, Over intends to comply with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union to the United States. Please see our draft Privacy Shield Policy at https://madewithover.com/privacyshield.
To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov.”
H. Sole statement
This Privacy Policy as posted on the App is the sole statement of our privacy practices with respect to the App, and no summary, modification, restatement or other version thereof, or other privacy statement or policy, in any form, is valid unless we post a new or revised Privacy Policy consistent with the above terms.
Please note that our Privacy Policy has changed effective May 25, 2018. If you submitted personally identifiable information to us prior to this effective date, and desire to opt-out of having that information treated under the new policy, please contact us at legal@overhq.com.