These Terms of Service (the “Terms”) govern access to and use of the overe.io platform, website, and related cybersecurity services (collectively, the “Services”) provided by Overe Corp (“overe.io,” “Overe,” “we,” “our,” or “us”).
By creating an account, clicking to accept these Terms, subscribing to the Services, submitting an order, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” and “your” refer to that entity.
If you do not agree to these Terms, you may not access or use the Services.
These Terms, together with any applicable order form, checkout page, subscription confirmation, Data Processing Agreement (“DPA”), and any other documents expressly incorporated by reference, form the agreement between you and Overe (the “Agreement”).
For purposes of these Terms:
Subject to your compliance with the Agreement, Overe grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for your internal business purposes and in accordance with the Documentation.
Your right to use the Services is limited to the subscription plan, usage limits, and features you have purchased or otherwise been granted access to. You may permit Authorized Users to use the Services on your behalf, but you remain responsible for their acts and omissions.
Overe may update, modify, or improve the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services during an active Subscription Term, except where required for security, legal, or operational reasons.
You are responsible for maintaining the confidentiality of account credentials and for all activity occurring under your accounts, including the activity of your Authorized Users.
You agree to:
Overe may require the use of security measures such as multi-factor authentication, single sign-on, or other access controls as part of the Services.
You will not, and will not permit any third party to:
You are responsible for ensuring that your use of the Services, including any connected third-party environments, is authorized and lawful.
As between the parties, you retain all right, title, and interest in and to Customer Data. Overe does not acquire ownership of Customer Data.
You grant Overe a limited, non-exclusive, worldwide right to access, use, host, copy, transmit, store, and otherwise process Customer Data solely as necessary to:
You represent and warrant that you have all rights, permissions, and legal authority necessary to provide Customer Data to Overe and to permit Overe to process it in connection with the Services.
You are solely responsible for the accuracy, quality, legality, and means by which you acquire Customer Data.
Overe’s handling of personal data is described in our Privacy Policy.
To the extent Overe processes personal data on your behalf in providing the Services, such processing is governed by the applicable DPA between you and Overe, where applicable. In that context, you act as the controller or equivalent legal role, and Overe acts as the processor or equivalent legal role, unless otherwise stated in writing.
You are responsible for determining whether the Services are appropriate for your intended use and for complying with your obligations under applicable privacy and data protection laws, including providing notices and obtaining any required consents or permissions.
Overe’s obligations regarding security incidents affecting personal data, including notification timelines and procedures, are set out in the applicable DPA. Where no DPA is in place, Overe will notify you without undue delay of any confirmed security incident involving your Customer Data.
Overe’s use of subprocessors in connection with the processing of personal data is governed by the applicable DPA and described in Overe’s Privacy Policy.
Audit and compliance obligations, including Overe’s commitment to provide SOC 2 reports and security documentation upon reasonable request, are set out in the applicable DPA. Where no DPA is in place, Overe will make available information necessary to demonstrate compliance with its security obligations upon reasonable written request.
The Services may process telemetry, security-relevant metadata, configuration information, authentication activity, audit logs, and similar technical information from connected environments, including Microsoft environments, for the purpose of providing cybersecurity monitoring, threat detection, investigation, reporting, and related functionality.
Unless expressly stated otherwise in the applicable Documentation or Order Form, the Services are designed to process metadata and security-relevant information and are not intended to access or retain the contents of customer emails, documents, or files.
Security findings, alerts, recommendations, and reports provided through the Services are informational tools intended to support your internal security operations. They do not constitute legal advice, compliance certification, or a guarantee that all threats, incidents, vulnerabilities, or misconfigurations will be detected, prevented, or remediated.
Overe maintains a written information security program that includes appropriate administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, commensurate with the sensitivity of the data and the nature of the Services.
Overe undergoes periodic third-party audits of its security controls, including against the SOC 2 Trust Service Criteria. Upon written request, Overe will provide you with a copy of its most recent SOC 2 report, subject to execution of a non-disclosure agreement if one is not already in place.
Overe’s security obligations under this Section do not apply to security issues caused by your acts or omissions, your Authorized Users, your connected systems, or third-party products or services not provided by Overe.
Overe and its licensors retain all right, title, and interest in and to the Services, Documentation, technology, software, methodologies, designs, improvements, and all related intellectual property rights.
Except for the limited rights expressly granted in the Agreement, no rights are granted to you by implication, estoppel, or otherwise.
If you provide suggestions, ideas, feedback, or recommendations regarding the Services, Overe may use them without restriction or obligation to you.
Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”).
The receiving party will:
Confidential Information does not include information that the receiving party can demonstrate:
A receiving party may disclose Confidential Information where required by law, regulation, or court order, provided it gives prompt notice to the disclosing party where legally permitted.
You agree to pay all fees specified in the applicable Order Form or subscription flow. Except as otherwise stated, fees are quoted and payable in the currency identified at purchase and are non-refundable.
If you purchase a recurring subscription, you authorize Overe or its payment processor to charge the applicable fees on a recurring basis for each billing period until cancellation or termination in accordance with the Agreement.
Unless otherwise stated in the applicable Order Form:
You are responsible for applicable taxes, duties, levies, or similar governmental assessments, excluding taxes based on Overe’s net income.
If payment is overdue, Overe may suspend access to the Services after providing notice and a reasonable opportunity to cure, without limiting other remedies.
If you dispute any portion of an invoice in good faith, you must notify Overe in writing within 30 days of the invoice date, identifying the disputed amount and the basis for the dispute. You must pay the undisputed portion by the payment due date. The parties will work cooperatively and in good faith to resolve the dispute promptly. Overe will not suspend access to the Services solely on the basis of a good-faith dispute that has been timely raised and is being actively resolved.
Overe may offer free trials, evaluation services, beta features, or other no-fee Services from time to time (“Trial Services”).
Trial Services may be subject to additional terms, usage limits, or restrictions. Unless otherwise stated in writing, Trial Services are provided “as is,” without warranties, support commitments, service levels, or indemnities, and may be modified, suspended, or discontinued at any time.
You use Trial Services at your own risk and should not use them for production-critical purposes unless expressly agreed otherwise by Overe.
The Agreement begins on the Effective Date and continues for the applicable Subscription Term unless earlier terminated in accordance with these Terms.
Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure the breach within 30 days after written notice.
Overe may suspend or restrict access to the Services immediately if:
Upon expiration or termination of the Agreement:
If commercially reasonable and technically feasible, Overe may provide a limited period for data export following termination, subject to your payment of all outstanding fees.
Overe warrants that, during a paid Subscription Term, the Services will materially conform to the applicable Documentation under normal use.
Your exclusive remedy, and Overe’s sole liability, for breach of this warranty will be for Overe to use commercially reasonable efforts to correct the non-conformity or, if Overe determines that correction is not commercially reasonable, to terminate the affected Services and refund any prepaid fees for the unused portion of the affected Subscription Term.
Except for the express warranty above, and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” Overe disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
Overe does not warrant that the Services will be uninterrupted, error-free, or that they will detect, prevent, or remediate every security issue, threat, attack, vulnerability, or misconfiguration.
You will defend, indemnify, and hold harmless Overe and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:
Overe will promptly notify you of any such claim and provide reasonable cooperation at your expense. You may not settle any claim in a manner that imposes liability or obligations on Overe without Overe’s prior written consent.
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss of data, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Overe’s total aggregate liability arising out of or relating to the Agreement will not exceed the total fees paid or payable by you to Overe for the Services giving rise to the claim during the 12 months preceding the event giving rise to the claim.
Nothing in the Agreement excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.
The Agreement is governed by the laws of State of Delaware, U.S.A., excluding its conflict of laws rules.
The parties agree that the courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, unless otherwise required by applicable law.
Before initiating formal legal proceedings, the parties will use reasonable efforts to resolve the dispute through good-faith discussions.
Overe may update these Terms from time to time. If we make material changes, we will provide notice by reasonable means, such as posting an updated version on our website, through the Services, or by email. Material changes will take effect on the date stated in the notice. If you continue to use the Services after the effective date of the updated Terms, you agree to the revised Terms.
The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous agreements, proposals, or communications on that subject matter. If there is a conflict between these Terms and an Order Form, the Order Form will control with respect to the subject matter of that Order Form.
You may not assign or transfer the Agreement without Overe’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of your assets. Overe may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
If any provision of the Agreement is held unenforceable, the remaining provisions will remain in effect.
A failure to enforce any provision of the Agreement will not constitute a waiver.
The parties are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations.
You may not use the Services in violation of export control or sanctions laws, and you represent that you are not subject to any applicable sanctions or prohibited party restrictions.
Any notices required under the Agreement must be sent to the contact details provided by the parties, including by email where appropriate. Legal notices to Overe should be sent to: hello@overe.io or such other address as Overe may designate.