UPDATED AUGUST 24TH, 2020
This is a binding contract between you and Overt Software Solutions Limited and describes the rules and restrictions that apply to our free dashboard product (the “Services”). Please read these Terms carefully. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of by litigation in court.
- Changes. We may introduce new features, change or limit features (including by automatic update), update or remove Content, or restrict access to parts orall ofthe Services, without notice to you. We reserve the right to change the Terms by displaying the updated Terms at overtsoftware.com or within the Services. By using the Services after a change to the Terms, you agree to all of the changes. This agreement, and any disclosures we make to you through the Services or via your registered email or other communications, are considered for legal purposes to be in writing.
- Using the Services. Some of the Services may require you to sign up for an account. You promise to provide use with accurate and complete registration information including about yourage, andkeep your account and password secure. You’re responsible for activity including any orders associated with your account. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). You will use the Services only for your own internal, personal, non-commercial use, in a manner that complies with all laws that apply to you. If applicable law prohibits your use of the Services, then you aren’t authorized to use the Services. We are not responsible for your using the Services in a way that breaks the law.
- Our License to You. Subject to your compliance with these and other terms that may apply to the Services, including the Restrictions below, we grant you a personal, non-transferable, non-exclusive, non-assignable, non-sublicensable, and nonexclusive license to use our Services. This license applies to the software we provide you as part of the Services (including, for example, software in our products or that makes up ourDashboardapplications). We reserve all rights not granted to you here. You may not resell, lease, rent, distribute, or otherwise exploit our Services, including our dashboard, for commercial gain unless we give express permission in writing. If you violate these Terms, the license in this section terminates.
- Restrictions. You may not use or interact with the Services to: (a) infringe or violate the intellectual property or other rights of anyone else (includingOvert Software Solutions Ltd); (b) violate any law or regulation, including as to export control; (c) harm, defraud, harass, threaten, or deceive others, or make contributions that are obscene or otherwise objectionable; (d) jeopardize or violate the security ofOvert Software Solutions Ltd, the Services, or anyone else; (e) attempt to obtain the password, account, or other security information from any other user; (f) run any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services; (g) scrape or spider any page, data, or portion of the Services or Content (manually or by automated means); (h) copy or store any significant portion of the Content; or (i) decompile, reverse engineer, tamper with, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services or use the Services to develop competing products.
- Copyright, Trademark & DMCA. The materials displayed or performed or available on or through the Services, including text, graphics, data, software, photos, images, illustrations, logos, trademarks (collectively, the “Content”), and aspects of the Services themselves, are protected by copyright, patent, trademark and/or other intellectual property laws. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and that you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content (which may beOvert Software Solutions Ltd) or (ii) in a way that violates someone else’s (includingOvert Software Solutions Ltd) rights.
You understand that Overt Software Solutions Ltd exclusively owns the Content and the Services and intellectual property in them (except that you own your User Submissions and physical hardware devices you have purchased, but not software or other materials we may license to you under these Terms even if such materials reside on your devices). You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services.
- Content You Provide. Anything you post, upload, share, store, or otherwise provide to us and/or our sites through the Services, including through our Softwareis your “User Submission.” You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so. Some User Submissions are viewable by other users. We do not regularly review UserSubmissions, but reserve the right to remove or edit content you submit, including to enforce these Terms. For all User Submissions, you hereby grant Overt Software Solutions Ltd a license to translate, modify (for technical purposes, for example making sure your content is viewable on a mobile device), reproduce, and otherwise act with respect to such User Submissions, in each case to enable us to operate and improve your experience and the Services. This is a license only – your ownership in User Submissions is not affected. The licenses you grant to us (and by extension to our users) through these Terms are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, unless the Services indicate otherwise.
- Feedback & Public Posting; Unsolicited Ideas. If you share a User Submission in a manner that more than just you can view, then you grantOvert Software Solutions Ltdthe license above, as well as a license to display, perform, and distribute the Content you submitted for the purpose of making it accessible to all Overt Software Solutions Ltd users and providing the Services necessary to do so. We do not consider unsolicited feedback, proposals, or ideas for products, services, or technology improvements. If you send us such feedback anyway through the Services and/or directly to us, you grant us all the licenses in this section, and agree that your idea is not confidential and that your submitting such feedback does not create an obligation on us to you.
- Third Parties. Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person that originated it, and you access all such information and content at your own risk, and we aren’t liable for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. The Services may also contain links or connections to third party websites or services not owned or controlled byOvert Software SolutionsLtd, and using the Services may require you to transact with third parties, such as for your internet connection. Overt Software Solutions Ltd is not responsible for these third-party services or individuals that you may interact with through the Services.
If there is a dispute between participants on this site, or between users and any third party, Overt Software Solutions Ltd is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you release Overt Software Solutions Ltd, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
- Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALLOvert Software Solutions Ltd(OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF DATA OR RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
- Indemnity. You agree to indemnify and holdOvert Software Solutions Ltd, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (includinglegal‘ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
- Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) withoutOvert Software Solutions Ltdprior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
- Choice of Law. This Agreement and terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts
- Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You andOvert Software Solutions Ltdagree that these Terms are the complete and exclusive statement of the mutual understanding between you and Overt Software Solutions Ltd, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Overt Software Solutions Ltd, and you do not have any authority of any kind to bind Overt Software Solutions Ltd in any respect whatsoever.
- Termination. You’re free to terminate your account at any time, by contacting us at firstname.lastname@example.orgWe are free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Overt Software Solutions Ltd has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
- Contact. You may reach us by mail at:Overt Software Solutions Ltd, Unit 2Hawford Business Centre, Hawford, Nr Worcester, Worcestershire. WR3 7SG or email email@example.com