THESE CLOUD TERMS OF USE (THE “TERMS”), ALONG WITH ANY ATTACHMENTS, SUPPLEMENTS, OR RELATED ORDERING DOCUMENTS (INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS THE “AGREEMENT”), REGULATE YOUR ACCESS TO AND UTILIZATION OF THE SPECIFIED SERVICES (DEFINED BELOW).
BY SUBMITTING AN ORDER THAT REFERENCES THESE TERMS, SELECTING “AGREE” OR A SIMILAR CONFIRMATION BUTTON, OR BY ACCESSING OR USING THE SERVICES (THE INITIAL DATE ON WHICH ANY OF THESE ACTIONS OCCUR, REFERRED TO AS THE “EFFECTIVE DATE”), BOTH YOU AND THE DESIGNATED OVERE ENTITY IDENTIFIED IN THE RELEVANT ORDER DOCUMENTS (“OVERE”, “OUR”, OR “US”) FORM A LEGAL CONTRACT AS OF THE EFFECTIVE DATE. YOU CONSENT TO ADHERE TO AND COMPLY WITH THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT CONTROL YOUR UTILIZATION OF THE SERVICES, IRRESPECTIVE OF ANY TERMS PRESENTED DURING THE USE OR SETUP OF THE SERVICES, INCLUDING ANY ASSOCIATED SOFTWARE.
SHOULD YOU ENTER THIS AGREEMENT ON BEHALF OF A CORPORATION OR FOR A BENEFICIARY (DEFINED LATER), YOU ASSERT AND GUARANTEE THAT YOU POSSESS THE AUTHORITY TO BIND SUCH ENTITY AND/OR BENEFICIARY TO THESE TERMS. IN THIS CASE, “YOU” AND “YOUR” REFER TO SUCH ENTITY AND BENEFICIARY. IF YOU LACK SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST REFRAIN FROM AND PROHIBIT ANY USE OF THE SERVICES.
OVERE RESERVES THE RIGHT TO AMEND THIS AGREEMENT AT ANY TIME. MATERIAL CHANGES TO THIS AGREEMENT, AS DETERMINED BY OVERE IN ITS SOLE DISCRETION, WILL BE COMMUNICATED TO YOU THROUGH WRITTEN NOTICE (INCLUDING BY DISPLAYING THE UPDATED AGREEMENT ON OUR WEBSITE OR THROUGH THE SERVICES, OR BY SENDING A NOTIFICATION TO YOUR LAST KNOWN EMAIL ADDRESS). BY ASSENTING TO THE UPDATED AGREEMENT OR CONTINUING TO USE THE SERVICES POST THE MODIFICATION DATE, YOU ACCEPT THE REVISED TERMS.
- **App Store**: A third-party platform that distributes digital software, enabling users to download and install Software on their devices.
- **Applicable Taxes**: All sales, usage, consumption, goods and services, value-added, and comparable taxes applicable to the Services or Software, excluding taxes levied on OVERE's earnings.
- **Beneficiary**: A third-party organization for which a Managed Service Provider (MSP) administers managed services as detailed in Exhibit 1, for the organization’s internal business functions.
-"Early Adopter Program" refers to a special promotional offering as outlined in Exhibit 2 of this Agreement, whereby eligible Managed Service Providers (MSPs) are offered Services at discounted rates for a limited time as part of OVERE's initiative to gather feedback and improve service offerings.
- **End User**: Any of Your authorized personnel or independent contractors. In the context of an MSP, this also includes the authorized personnel or independent contractors of Your Beneficiaries.
- **Evaluation Services**: Services or specific features or functions provided by OVERE on a limited basis for trial, testing, evaluation, or similar purposes. For clarity, this excludes licenses not meant for resale that may be offered to OVERE partners.
- **Fees**: The amounts detailed in the Order Documentation, including any charges for overuse not specified in the Order Documentation.
- **Intellectual Property Rights**: All registered and unregistered rights recognized, sought, or in any way existing now or in the future under any patent, copyright, trademark, trade secret, database protection, or any other intellectual property rights laws, including all similar or equivalent rights or protections, anywhere in the world.
- **Marks**: Any trademarks, service marks, trade dress, trade names, domain names, corporate names, brand names, product names, logos, symbols, and other indications of origin provided intermittently by one party to another under this Agreement.
- **Managed Services Provider (MSP)**: A third-party that oversees network, application, system, e-management services and/or other managed services using the authorized Services in accordance with this Agreement.
- **No Fee Services**: Services and associated Software (if applicable) provided by OVERE under this Agreement without any charge, including Services offered as a beta or limited release.
“Order Documentation” refers to any written order, quote, or similar formal document, either in digital or physical format, issued by OVERE, a Reseller, or an App Store related to Your subscription to the Services. This may encompass the OVERE payment interface at checkout or the email confirmation sent by OVERE concerning your purchase, or any other formal communication provided to you regarding the Services.
“Reseller” denotes a third party that OVERE has authorized to market or distribute the Services.
“Resultant Data” signifies data or information that originates from the processing of Your data via the Services, yet is distinctly different enough from your original data (including personal data) to prevent any possibility of re-identifying Your data through inspection, analysis, or further processing of that resultant data alone. Resultant Data may consist of anonymized, aggregated, or de-identified data.
“Services” describes the offerings made available to you by OVERE under this Agreement, including any updates to these services that are provided without additional charges.
“Service Documentation” encompasses any guides, instructions, or other documents or materials that OVERE delivers or makes accessible to You, detailing the setup, integration, operation, or utilization of the relevant Services.
“Software” refers to the specific object-code software that needs to be downloaded and installed in order to use the Services, which might include client software for a personal computer, mobile device, server, or network.
“Subscription Term” denotes the duration specified in the relevant Order Documentation for the Services, or, if not specified therein, the duration otherwise communicated to You in written form by OVERE or its representative, along with any subsequent periods of renewal.
**2.1 Access Rights.**
Subject to adherence to the terms of this Agreement, OVERE provides You, for the Subscription Term, a rescindable, non-exclusive, non-sublicensable, non-transferable right to access and utilize components of the Services exclusively for Your internal business operations, pursuant to the stipulations of this Agreement and not for resale or, except as expressly allowed under this Agreement, to deliver services to or for a Beneficiary. You are accountable and liable for: (a) Your utilization of the Services, including any infringements or violations of this Agreement; (b) any activities conducted using Your Access Credentials; and (c) the compliance of Your End Users with the terms of this Agreement.
**2.2 Software License.**
If Software is included as part of the Services, the provisions of this Section 2.2 are applicable. Upon Your compliance with the terms herein, OVERE awards You, during the Subscription Term, a rescindable, non-exclusive, non-sublicensable, non-transferable license to: (a) download, reproduce, and use the Software outlined in the relevant Order Documentation, in quantities as specified therein, strictly for Your internal business needs and only as an integral part of the Services; and (b) download and reproduce a reasonable number of copies of any Service Documentation provided (if any) as necessary for Your utilization of the Services. Explicitly, OVERE does not confer rights to modify, publicly exhibit, publish, or distribute the Service Documentation. The rights to use the Software granted under this subsection do not extend to third parties, and You are not to permit any such third-party usage, except as specifically allowed under this Agreement. Any copies of the Software made or transferred under this Agreement are licensed, not sold, and You obtain no ownership or title rights to such copies. Moreover, You are granted no rights to the Software other than those explicitly stated in this Section 2.2.
**2.3 Specific Service Terms and Levels.**
The utilization of the Services might be subject to additional specific service terms incorporated by reference herein and accessible at https://overe.io
**2.4 Technical Support.**
Support for the Services will be offered in line with OVERE's support provisions, which are integrated into this document by reference and can be found at https://overe.io
**2.5 Trial and Complimentary Services.**
Should You opt to utilize any Trial Services or Complimentary Services provided by OVERE, such use is permissible solely: (a) within the confines set for such Services; and (b) in a bona fide manner for their intended purpose throughout the Trial Period. Unless agreed otherwise in writing, the “Trial Period” is set to last 14 days from the date You initially access or use the Trial Services or Complimentary Services. Nevertheless, OVERE reserves the right to terminate any Trial Services or Complimentary Services at any point at its sole discretion, including ending the Trial Period simultaneously for all End Users. If You do not submit Order Documentation converting the Trial Services and/or Complimentary Services to a paid subscription during the Trial Period, they will cease upon its conclusion. Upon the expiration of the Trial Period, termination of the Trial Services and/or Complimentary Services, or termination of this Agreement, You will lose access to the respective services and any data contained within them. Unless explicitly agreed by OVERE, production data should not be used with the Trial Services or Complimentary Services. Any use of such services with production data, if agreed, is solely at Your risk. In regard to any Trial Services or Complimentary Services, You expressly acknowledge that: (i) such services are provided on an “AS-IS” basis without any form of support, indemnity, or warranty, whether expressed or implied; and (ii) any commitments regarding security, compliance, service levels, and privacy made by OVERE in relation to the Agreement do not apply to the Trial Services or Complimentary Services. OVERE AND ITS AFFILIATES DISCLAIM ANY LIABILITY RELATED TO THE TRIAL SERVICES, COMPLIMENTARY SERVICES, AND ASSOCIATED SOFTWARE, EXCEPT WHERE SUCH DISCLAIMER IS LEGALLY UNENFORCEABLE, IN WHICH CASE OVERE’s TOTAL CUMULATIVE LIABILITY (EXCLUDING LIABILITY FOR INDIRECT DAMAGES, WHICH IS EXPRESSLY DISCLAIMED) ARISING FROM OR RELATED TO THE TRIAL SERVICES AND/OR COMPLIMENTARY SERVICES SHALL BE LIMITED TO $1,000 USD (OR THE EQUIVALENT IN LOCAL CURRENCY).
**3.1 Accounts and Security Credentials.**
Access to the Services might necessitate that You or Your End Users establish an account ("Account") associated with security credentials, such as usernames and passwords ("Security Credentials"). You and Your End Users are solely responsible for implementing reasonable security measures to protect your Security Credentials and agree not to disclose any End User’s Security Credentials. You must immediately inform OVERE if you become aware of any unauthorized use of Your Security Credentials or any unauthorized access to, or usage of, an Account. You are accountable for ensuring that Your End Users adhere to this Agreement and for all (i) actions or omissions of Your End Users in relation to the Services; (ii) activities occurring under any of Your End User’s Accounts; (iii) any misuse, unauthorized use, or compromise of Your Security Credentials. The conduct of Your End Users regarding the Services shall be considered your responsibility.
**3.2 Usage Limitations.**
As a precondition for your utilization of the Services, You are prohibited from, and must ensure that End Users or third parties do not: (a) copy, alter, or create derivative works based on the Services or Service Documentation (except as permitted under Section 2.2 for reproducing Service Documentation); (b) aside from the rights specifically granted to MSPs in Exhibit 1, rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make available the Services or any part thereof to any third party, including via the internet or any time-sharing, service bureau, or similar technology; (c) reverse engineer, disassemble, decompile, or otherwise attempt to access or derive the source code of the Services (except where such actions cannot be prohibited by law); (d) access or use the Services or Service Documentation (if applicable) in a manner that (i) aims to breach, test the vulnerability of, or disrupt the Services or any related accounts, websites, computer systems, networks, devices, data, or servers; (ii) infringes, misappropriates, or violates any intellectual property or other rights of a third party; (iii) violates or causes non-compliance with any applicable laws; (iv) is for competitive analysis, benchmarking, or stress testing of the Services, or for developing, offering, or using competing services or products; (v) on or within a High Risk System; (vi) to transmit unsolicited advertising or promotions, spam, chain letters, pyramid schemes, or other forms of solicitation; (vii) to circumvent technological restrictions or usage limits of the Services; or (viii) for any purpose or in any manner not explicitly allowed by this Agreement; (e) input, upload, or transmit through the Services any unlawful or harmful information, or any material that contains harmful code; (f) impair, disrupt, or interfere with the Services or OVERE's ability to provide services to any third party, in part or whole; or (g) remove or alter any copyright, trademark, patent, or other intellectual property or proprietary rights notices related to the Services or Service Documentation. If You are an MSP, your use of the Services is additionally governed by the terms set forth in Exhibit 1.
**4.1 Your Content.**
You grant OVERE a non-exclusive, worldwide, royalty-free license to use the data and information that You upload, generate, store, or transmit to the Services ("Your Content") for the following purposes: (a) to fulfill OVERE's obligations under this Agreement; (b) as directed or permitted by You; (c) to maintain and enhance the Services; and/or (d) as mandated by applicable law. Ownership of Your Content remains with You, and OVERE claims no ownership rights over Your Content. You guarantee to OVERE that you own all necessary rights to Your Content, or possess the necessary licenses to use and provide Your Content for the purposes of this Agreement. You are always solely responsible for Your Content and must ensure it complies with this Agreement and all applicable laws and regulations.
**4.2 Responsibilities Regarding Your Content**
You assert and guarantee that: (a) You either own or have secured the appropriate license for all of Your Content; (b) You possess all necessary consents, authorizations, and legal permissions required for the processing of Your Content as outlined in this Agreement; and (c) Your Content does not: (i) fall under the International Traffic in Arms Regulations maintained by the U.S. Department of State; (ii) violate any intellectual property, proprietary rights, contractual obligations, or privacy laws of any party; (iii) contain viruses or any other malicious software that could interrupt, damage, or limit the functioning of any computer software, hardware, or telecommunications equipment; (iv) consist of any unsolicited or unauthorized advertising, promotional efforts, commercial endeavors, "spam," "chain letters," "pyramid schemes," or any other form of unwelcome solicitation; (v) engage in any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable activities; or (vi) restrict or inhibit anyone's use or enjoyment of the Services, or expose OVERE or its users to harm or legal liability as determined by OVERE. OVERE reserves the right, but not the obligation, to monitor your use of the Services and Your Content to verify compliance with this Agreement.
**4.3 Management and Elimination of Your Content**
OVERE is not obliged to maintain, return, or delete Your Content except as explicitly described in this Agreement. For Evaluation Services or Complimentary Services, Your Content may be removed by OVERE without retention or prior notice. As long as you are not in significant violation of this Agreement and are up to date with your payment duties, and contingent upon the functionality of the Services, you may access, export, or delete Your Content at any point before the end of the Subscription Term. If not specifically stated otherwise in this Agreement, OVERE may eradicate all Your Content 30 days after the conclusion or termination of the Subscription Term. However, OVERE may retain Your Content or Confidential Information as part of its standard backup or archival practices or as mandated by law, in accordance with Section 7 (Confidentiality) and any applicable Data Processing Agreement (DPA).
**5.1 Ownership of Services and Software**
OVERE and its licensors will continue to be the exclusive holders of all rights, title, and interest in and to the Services (including the Software and all other software components used to provide the Services, as well as all graphics, user interfaces, logos, and trademarks displayed through the Services), Service Documentation, and Resultant Data, including all derivatives thereof, alongside all Intellectual Property Rights related to them. This Agreement does not confer to you any Intellectual Property Rights in the Services or any of their components, beyond the limited licensing rights to the Software and Service Documentation as expressly outlined herein. OVERE and its licensors reserve all rights not explicitly granted to you in this Agreement.
**5.2 Rights to Feedback**
In your use of the Services, you may provide OVERE with feedback, including reports, comments, suggestions, or ideas, concerning the Services, which is referred to as "Feedback." OVERE is under no obligation to implement any Feedback into the Services, and you are not required to offer such Feedback. OVERE does not have to maintain the confidentiality of the Feedback nor treat it as your proprietary information. You hereby grant to OVERE, on behalf of yourself and your successors, a worldwide, non-exclusive, perpetual, royalty-free license to utilize, disclose, and publish any Feedback. You acknowledge that providing Feedback does not entitle you to any intellectual property rights or any other rights, titles, or interests in any part of the Services, even if such Feedback results in new features or services by OVERE. Any rights, warranties, or indemnities granted by either party under this Agreement do not apply to Feedback.
**5.3 Use of Open Source Software**
The Software may incorporate or interact with components governed by open source software licenses ("Open Source Software"). You acknowledge that your use of any Open Source Software component is subject to the specific open source license applicable to that component. OVERE makes no representations or warranties concerning, and assumes no liability for, the use of such Open Source Software.
**6.1 Privacy and Data Protection.**
OVERE commits to delivering the Services in alignment with applicable privacy and data protection laws. In instances where OVERE processes personal data on your behalf during the provision of Services: (a) OVERE will employ suitable technical and organizational measures aimed at safeguarding personal data against unauthorized or illegal processing; (b) OVERE will refrain from collecting, selling, or using such personal data beyond what is necessary to facilitate the Services, or as otherwise allowed under relevant laws; and (c) should any individual issue a verifiable request to OVERE concerning their privacy rights linked to their personal data where you are identified as the data controller, OVERE will relay these requests to the email address you have registered with OVERE as promptly as feasible. In cases where OVERE needs personal data to perform the Services, you agree to supply only the personal data that is strictly necessary. You are responsible for establishing and upholding privacy and security measures for any components you provide or control, and for adhering to your responsibilities under this Agreement or as mandated by law, including obtaining any necessary consents to handle such personal data.
**7.1 Handling of Confidential Information; Exclusions.**
"Confidential Information" encompasses any data shared by one party (the "Disclosing Party") to the other (the "Receiving Party") that: (a) is explicitly marked as confidential or proprietary by the Disclosing Party; or (b) should reasonably be recognized by the Receiving Party as confidential. Each Disclosing Party is entitled to disclose Confidential Information to the Receiving Party under this Agreement. Each Receiving Party commits to, for the duration of this Agreement and for three (3) years thereafter, treat the Disclosing Party’s Confidential Information with strict confidentiality, refrain from disclosing it to third parties (except to affiliates and professional advisors bound by suitable confidentiality agreements) without explicit permission, and use such Confidential Information solely as allowed under this Agreement. Each Receiving Party must take reasonable precautions to avoid unauthorized disclosure, distribution, or use of such Confidential Information. The obligations to keep information confidential do not extend to information that: (i) becomes publicly known through no fault of the Receiving Party; (ii) was in the lawful possession of the Receiving Party prior to disclosure by the Disclosing Party without a confidentiality obligation; (iii) is rightfully received from a third party without any duty of confidentiality; (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) must be disclosed due to legal or regulatory requirements, provided that the Receiving Party promptly informs the Disclosing Party to allow for attempts to limit such disclosure. Each Receiving Party is accountable for any breaches of this Section by its affiliates, employees, and agents.
**8.1 Fees.**
You are obligated to pay the prescribed Fees to OVERE or a Reseller, without any reductions or withholdings. Unless specified differently in this Agreement or in any Order Documentation: (a) Fees for the Subscription Term will be invoiced by OVERE or a Reseller in advance; (b) all Fees are fixed and non-refundable; and (c) quantities purchased cannot be reduced during the Subscription Term. OVERE may increase existing prices on the twelve-month anniversary of the start of the applicable Subscription Term by either the Consumer Price Index (CPI) or five percent (5%), whichever is greater, and annually thereafter. OVERE also reserves the right to raise Fees (i) upon renewal (including automatic renewals) and (ii) with greater frequency or amount, provided that thirty (30) days’ advance written notice is given. Your continued utilization of the Services following any Fee adjustment signifies your consent to such changes.
**8.2 Excess Usage.**
Should you surpass the seats, licenses, or other specified quantities in the applicable Order Documentation, or otherwise exceed authorized usage ("Excess Usage"), you agree to pay the corresponding Fees for such Excess Usage. If you fail to pay these fees, OVERE retains the right to either suspend or reduce your use of the Services to align with the quantities specified in the Order Documentation.
**8.3 Payment and Tax Responsibilities.**
Unless specified otherwise in the relevant Order Documentation, (a) payments are due within thirty (30) days from the date of the invoice and (b) all Fees are quoted exclusive of Applicable Taxes, import duties, and shipping and handling charges, all of which are your responsibility. You agree to indemnify, defend, and hold OVERE harmless from any liabilities or costs arising from the non-payment or collection of any Fees, Applicable Taxes, import duties, or shipping and handling charges.
**8.4 Review of Credit History.**
The acceptance of any order and the application of the payment terms specified above depend on a review of your credit history and rating. If your credit history fails to meet OVERE's standards, OVERE may either (i) refuse the order or (ii) require advance payments or deposits until your credit standing is deemed acceptable.
**8.5 Payment via Credit Card.**
OVERE may permit payments for certain services via credit card. If you choose to pay by credit card, upon your agreement to the relevant Order Documentation and provision of your credit card details to OVERE, you acknowledge and authorize OVERE to charge your credit card for payments in advance for the agreed amount, which may adjust over time as outlined in this Agreement or the applicable Order Documentation, for each period throughout the Subscription Term. Credit card payments may not be available for all Services.
**8.6 Right to Audit.**
You accept that OVERE has the right to audit your use of the Services to ensure adherence to the financial terms of this Agreement or any applicable Order Documentation. Audits may be conducted by OVERE's staff or by an independent third-party auditor designated by OVERE. If an audit reveals that your use of the Services breaches this Agreement or that there has been an underpayment of Fees due to excess usage, you will reimburse OVERE for the audit costs, settle any outstanding amounts, and adjust your usage of the Services to comply with this Agreement.
**8.7 Consequences of Late Payment.**
Any unpaid Fees will incur interest at the rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law, whichever is lower, calculated from the payment due date until fully paid. You are responsible for all of OVERE's expenses incurred in collecting overdue fees, including reasonable legal fees.
**8.8 Early Adopter Program Pricing.**
Participants in the Early Adopter Program as described in Exhibit 2 are subject to special pricing terms during the effective period of the Program. These terms are provisional and may be subject to changes according to the discretion of OVERE. Upon the termination or conclusion of the Early Adopter Program, participants will be automatically transitioned to standard pricing rates applicable to the Services they are using, as further detailed in Exhibit 2. Adequate notice, as defined in Exhibit 2, will be provided to all participants prior to any pricing changes resulting from the conclusion of the Early Adopter Program.
**9.1 Subscription Term.**
The duration for which you are authorized to use the Services corresponds to the specified Subscription Term. Unless stated otherwise in the Order Documentation, all subscriptions to the Services will renew automatically unless you provide a written notice of non-renewal at least 30 days before the renewal date. If no specific renewal term is mentioned in the Order Documentation, the renewal term will match the length of the initial subscription period, with a minimum of no less than 12 months. If you decide to terminate during the Subscription Term, (a) you will retain access to the Services until the end of the current Subscription Term, (b) you are obliged to pay all Fees for the duration of the current Subscription Term, and (c) you will not be entitled to any refunds or credits for any Fees already due or paid.
9.2 Termination Rights.
OVERE reserves the right to terminate this Agreement and/or your access to the Services immediately upon providing written notice to you, under the following circumstances: (a) you fail to remedy a material breach of this Agreement within thirty (30) days after receiving written notification of such breach; (b) you become insolvent or are otherwise unable to meet your debt obligations when they come due; (c) you initiate a bankruptcy, reorganization, or similar proceeding, or if such a petition is filed against you and not dismissed within ninety (90) days; (d) you cease your business operations; or (e) an appointment of a receiver occurs or there is an assignment for the benefit of your creditors.
9.3 Suspension of Services.
As part of its legal and equitable remedies, OVERE may, at its sole discretion, suspend your or any End User's access to all or part of the Services if: (a) there is a risk to the security or integrity of the Services; (b) you materially violate the terms of this Agreement; or (c) any outstanding fees remain unpaid ten (10) days past the due date. OVERE will endeavor to provide prior notice of any such suspension and to restore access once the issue leading to the suspension is resolved. OVERE will not be liable for any losses or damages you may suffer due to any such suspension.
9.4 Consequences of Termination or Expiration.
Upon the termination or expiration of a Subscription Term or this Agreement for any reason, all granted rights, licenses, and authorizations will cease immediately, and you and your End Users must: (a) cease all use of the Services; (b) delete any associated Software; and (c) return any OVERE equipment used in connection with the Services or allow OVERE access to retrieve such equipment, as directed by OVERE. Furthermore, all outstanding Fees owed to OVERE will become immediately due and payable upon the effective date of termination. Following termination or expiration, OVERE may delete your Content any time after 30 days from the date of termination or expiration.
9.5 Provisions Post-Termination.
Certain sections of this Agreement will continue to apply even after termination or expiration, including Sections 2.5 (Evaluation and No Fee Services); 3.2 (Usage Restrictions); 4 (Content); 5 (Ownership of Intellectual Property); 7 (Confidentiality); 8 (Fees, Payments, and Taxes); 10 (Warranties); 11 (Indemnity); 12 (Limitation of Liability); and any other clauses that inherently extend beyond the termination or expiration of the Agreement.
**10.1 Limited Warranty.**
OVERE guarantees that the Services, when utilized in accordance with this Agreement, will perform substantially as detailed in the Order Documentation. This warranty does not cover: (i) Services used in violation of this Agreement; (ii) alterations made to the Services by you or any third party; (iii) damage resulting from accident, misuse, or improper application by you; or (iv) Evaluation Services or No Fee Services.
**10.2 Disclaimer of Warranties.**
EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND OVERE, TOGETHER WITH ITS AFFILIATES AND SUPPLIERS, DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. OVERE DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, THAT ACCESS WILL BE UNINTERRUPTED, THAT THEY WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE, OR THAT THEY WILL MEET YOUR REQUIREMENTS. ALL THIRD-PARTY SOFTWARE, INCLUDING OPEN-SOURCE SOFTWARE, IS PROVIDED "AS IS."
**10.3 App Store Purchases.**
If you acquire the Services through an App Store, you acknowledge that: (a) OVERE makes no warranties regarding the App Store; (b) OVERE disclaims all warranties related to the App Store; and (c) your compliance with the App Store's terms is your responsibility, and OVERE is not liable for any violations of such terms by you.
**11.1 Infringement Indemnity.**
Provided you are not in material breach of this Agreement and are up to date with your payments, OVERE will defend any third-party claim alleging that the Services infringe U.S. patents, copyrights, or misappropriate trade secrets as defined by the Uniform Trade Secrets Act, at OVERE's expense. OVERE will cover your costs and damages awarded by a court or agreed upon in a settlement under such a claim, with all conditions of this section met. This defense will not apply if the infringement claim results from: (a) modifications to the Services not made by OVERE; (b) use of the Services with non-OVERE software, hardware, or technology; (c) use of the Services contrary to this Agreement or the Service Documentation; or (d) use of outdated versions of the Services. You will indemnify OVERE against any claims arising under these circumstances. OVERE is not responsible for defending or indemnifying against any claims arising from Evaluation Services or No Fee Services.
**11.2 Conditions to Defense.**
OVERE’s obligation to defend is contingent upon you: (a) promptly notifying OVERE in writing within 10 days of becoming aware of the claim; (b) not admitting any liability on behalf of OVERE; (c) not settling any claim without OVERE’s prior written consent; (d) cooperating with OVERE in the defense and settlement of the claim; and (e) allowing OVERE full control over the defense and settlement of the claim.
**11.3 Mitigation and Exclusive Remedy.**
Should the Services be, or in OVERE's opinion likely to be, accused of infringement, OVERE will at its own cost: (a) secure for you the rights to continue using the Services; (b) modify the Services to make them non-infringing while retaining equivalent functionality; or (c) terminate the Services and refund any prepaid, unused fees. These actions constitute your sole and exclusive remedy for any such claims of infringement.
**11.4 Indemnification by You.**
You agree to defend, indemnify, and hold harmless OVERE, its affiliates, and their respective directors and employees from any damages, losses, claims, and expenses arising from: (a) the use, processing, or management by OVERE of Your Content in connection with the Services; (b) the use of the Services by You or Your End Users in violation of Section 3.2 (Usage Restrictions); or (c) breaches of this Agreement by You or Your End Users. Provided, however, for claims where a third party is involved, you may not settle such claims without OVERE's explicit consent, and OVERE retains the right to defend itself or participate in the defense of any such claims with counsel of its choice.
**12.1 Exclusion of Certain Damages.**
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OVERE NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE UNDER ANY THEORY OF LAW, INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, REPUTATION, DATA, OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, EVEN IF OVERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU.
**12.2 Cap on Liability.**
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE TOTAL LIABILITY OF OVERE AND ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO OVERE UNDER THE ORDER DOCUMENTATION FROM WHICH THE CLAIM AROSE, DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
**13.1 Agreement to Arbitrate.**
By entering into this Agreement, you agree to resolve any disputes with OVERE through binding arbitration, instead of in courts of general jurisdiction. This includes any claims related to, or arising from, this Agreement itself or your use of the Services, irrespective of whether the claim arose before this Agreement's effective date. All disputes shall be arbitrated on an individual basis by JAMS under its applicable Rules, including the Streamlined Arbitration Rules and Procedures for domestic matters, and the International Arbitration Rules for matters deemed international. Arbitration will occur in Boston, Massachusetts, and will be conducted in English. Judgment on the arbitration award may be entered in any court with jurisdiction.
**13.2 Waiver of Jury Trial.**
EXCEPT WHERE PROHIBITED BY LAW, YOU AND OVERE WAIVE ANY RIGHTS TO TRIAL BY JURY IN ANY COURT IN FAVOR OF BINDING ARBITRATION. You and OVERE agree that an arbitrator shall have the authority to award the same remedies available in court, notwithstanding the absence of a judge or jury. The arbitrator must follow the terms of this Agreement as a court would, and you agree that court review of the arbitration outcomes will be strictly limited.
**13.3 Waiver of Class or Consolidated Actions.**
By agreeing to this Agreement and/or using the Services, you consent in advance to not participate in or seek monetary or other relief in any lawsuit against OVERE that alleges class, collective, or representative claims on your behalf. Instead, by choosing arbitration, you may only bring your claims against OVERE individually. Claims of multiple OVERE customers or parties cannot be arbitrated or consolidated with those of any other customer or party. You acknowledge that you have been advised to consult with an attorney to fully understand this arbitration agreement before accepting this Agreement and using the Services. Should a court determine that applicable law prevents the enforcement of any part of this section regarding a specific claim for relief, then that claim (and only that claim) may be severed from arbitration and brought in court, with both parties retaining the right to appeal the court's decision. All other claims shall proceed through arbitration.
**14.1 Entire Agreement.**
This Agreement constitutes the complete and exclusive agreement between the parties, superseding all prior agreements and communications (both written and oral) regarding the subject matter herein. Any terms provided in a purchase order that attempt to amend or contradict this Agreement are null and void.
**14.2 Order of Precedence.**
Should there be any inconsistency between the documents that make up this Agreement, the terms in the Order Documentation will take precedence over these General Terms.
**14.3 Waiver.**
No waiver of any rights under this Agreement will be effective unless in writing and signed by a duly authorized representative of the waiving party. A waiver in one instance will not be presumed to be a waiver of any subsequent breach.
**14.4 Governing Law; Jurisdiction and Time Limits.**
This Agreement is governed by the laws of the State of Delaware, U.S.A., excluding its conflicts of law principles. Should any dispute arise that results in court proceedings after opting out of the Arbitration Agreement, exclusive jurisdiction resides with the state and federal courts located in Delaware. No lawsuit arising from this Agreement, except for actions for non-payment, may be brought by either party more than two (2) years after the cause of action has accrued.
**14.5 Relationship of the Parties.**
The relationship established by this Agreement is that of independent contractors. This Agreement does not create a partnership, agency, joint venture, or employment relationship between the parties. Neither party is authorized to make commitments or representations on behalf of the other.
**14.6 Assignment.**
This Agreement does not confer any benefits on third parties. You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of OVERE. Any unauthorized assignment shall be deemed null and void. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
**14.7 Compliance with Export Laws.**
The Services, including associated Software, documentation, and technical data, may be subject to U.S. and international export control laws. You agree to comply fully with all such laws and regulations as they relate to the Services, including obtaining any required licenses to export, re-export, or import the Services. You will not utilize the Services in any manner that violates applicable export regulations, which include restrictions on destinations, end users, and end use. By using the Services, you affirm that neither you nor any recipient of the Services is located in an embargoed country or on any denied persons lists maintained by the U.S. government.
**14.8 Force Majeure.**
OVERE does not oversee the transmission of data to or from the Services, which largely depends on the performance of internet services, technologies from third-party providers, and the infrastructure of the public internet, all of which are beyond OVERE's direct control. Occasionally, actions or inactions by these third parties, or other circumstances outside of OVERE's control, may impede, disrupt, or delay OVERE’s provision of the Services or your access to them. Despite any provisions to the contrary in this Agreement, OVERE will not be held accountable for, and you agree not to hold OVERE liable for, any issues arising from such external actions or events. This includes, but is not limited to, acts of God, governmental actions, unavailability of third-party communications facilities or energy supplies, fires, delays in transportation, or any other events beyond OVERE’s reasonable control.
**14.9 [Not in use]**
**14.10 Notices.**
Unless otherwise indicated in this Agreement, all notices directed to OVERE must be in writing and will be deemed effective five (5) days after being mailed or immediately when sent via email, addressed to the Legal Department at hello@overe.io. Notices to you under this Agreement will be considered effective: (a) immediately upon sending to the email address associated with your use of the Services, (b) upon delivery via an in-product message, or (c) five (5) days after being sent by certified mail, return receipt requested and postage prepaid, to the address listed in any Order Documentation. It is your obligation to ensure that OVERE, or the Reseller as applicable, is informed of any changes to your email address.
**14.11 Publicity.**
OVERE reserves the right to include your name in a list of OVERE customers, both online and in promotional materials.
**14.12 Severability.**
If any term of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, the court shall modify the provision to the minimum extent necessary so that it conforms to the law and reflects the intent of the original term as closely as possible. All remaining provisions will continue in full force and effect.
**14.13 Interpretation and Governing Language.**
This Agreement will be interpreted without regard for or against the party responsible for its drafting. The parties confirm that this Agreement and all related documentation is and will be drafted solely in English. The parties agree that any translations of this Agreement into other languages are provided for convenience only and are not legally binding. In the event of any discrepancy arising from translation or differing interpretations between languages, the English version will prevail. All communications and notices pursuant to this Agreement must be in English.
This Exhibit 1 applies specifically to Managed Service Providers (MSPs) using the Services. In the event of any conflict between the general terms of the Agreement and the provisions of this Exhibit, the provisions herein will prevail. For the purposes of this Exhibit, the term "MSP" refers to you, the Managed Service Provider.
All terms defined in this Exhibit 1 retain their meanings ascribed in the Agreement unless explicitly redefined within this Exhibit. Definitions first introduced in this Exhibit apply throughout, in the context of the terms established herein.
Subject to continued compliance with the terms of this Agreement, OVERE grants the MSP a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and non-assignable right during the Subscription Term to:
- Use and resell the Services exclusively as part of the MSP's managed services offerings for the internal business purposes of its Beneficiaries.
- Market and promote the Services to potential Beneficiaries.
- Access and use the Service Documentation strictly in accordance with this Agreement and Exhibit.
It is explicitly forbidden for the MSP to resell or redistribute the Services to third parties beyond the direct provision of managed services.
MSP's use of the Services is conditional upon its adherence to the Agreement and the additional stipulations outlined herein:
- MSP must prevent Beneficiaries from engaging in any activities that would constitute a breach of the Agreement.
- MSP is prohibited from using the Services to provide any services other than the managed services specified.
- Prior to any use of the Services by MSP or its Beneficiaries, MSP is required to establish agreements with each Beneficiary that mirror the terms and protections of this Agreement, including appropriate data processing agreements as required to ensure compliance with applicable data protection laws.
MSP is responsible for:
- Providing primary support for the Services to Beneficiaries before escalating issues to OVERE.
- Ensuring at its own cost that its systems and those of its Beneficiaries are compatible with the Services.
- Maintaining a thorough understanding of the Services to effectively inform Beneficiaries about the product offerings.
- Ensuring sufficient qualified personnel are available to handle support requests.
- Facilitating OVERE’s access to deployed Services at Beneficiary sites for the sole purpose of collecting anonymized usage data for billing.
Each party grants the other a non-exclusive, revocable license to use and reproduce its trademarks solely for marketing and distributing the Services within the designated territory. These rights are limited to those expressly granted in this section, and all use must adhere to the trademark owner's guidelines. MSP must avoid any actions that might imply ownership over the OVERE trademarks or combine them in any way that suggests a partnership beyond the MSP relationship.
MSP agrees to use the trademarks provided by OVERE solely in connection with the marketing and promotion of the Services and managed services. MSP must conduct all business activities in a manner that positively reflects on the Services and maintains the reputation of OVERE.
MSP must comply with all applicable laws and regulations, including anti-corruption laws, in the delivery of its services. MSP must ensure that none of its practices involve unethical or illegal activities that could adversely affect OVERE. OVERE reserves the right to audit MSP’s compliance and may terminate the Agreement if MSP fails to meet these legal requirements.
MSP acknowledges its responsibility to manage access to Beneficiaries' data lawfully. MSP must ensure it has obtained all necessary permissions and legal bases to process personal data and must act in accordance with privacy laws. MSP serves as the point of contact for all data processing inquiries related to its use of the Services.
MSP commits to maintaining robust security measures to protect data and systems from unauthorized access, alteration, or disclosure. MSP must report any security breaches to OVERE promptly and take corrective action in accordance with legal and contractual obligations.
MSP must not make any claims or warranties about the Services that are inconsistent with those made by OVERE in the main body of the Agreement. MSP must accurately represent the Services to Beneficiaries and ensure that its promotions do not mislead customers about the nature of the Services or the relationship between MSP and OVERE.
MSP will defend, indemnify, and hold harmless OVERE against any losses or damages arising from MSP's breach of this Agreement, its additional services, or its handling of Beneficiary data. MSP is responsible for all liabilities that arise from its actions or the actions of its Beneficiaries that violate the terms of this Agreement or applicable laws.
If any third-party claims that the Marks used by MSP infringe their trademark rights, the Mark Licensor (OVERE) will handle and resolve such claims at its expense. OVERE's liability is limited to securing the right for MSP to continue using the Marks, modifying the Marks, or terminating the license if necessary.
The Early Adopter Program ("Program") is designed to offer select customers the opportunity to access the Services at a discounted rate for a limited period. Participation in this Program is subject to eligibility criteria set by OVERE and may be offered at OVERE’s discretion.
Eligible participants ("Early Adopters") will benefit from special pricing on specified Services as detailed at the time of program entry. These special pricing terms are only available for the duration of the Early Adopter Program as communicated by OVERE.
The Program will be available for a limited time, with specific start and end dates to be communicated by OVERE at the launch of the Program. OVERE reserves the right to extend or shorten the Program period at its discretion.
OVERE reserves the right to terminate the Program at any time. Should OVERE decide to terminate the Program, Early Adopters will be provided with adequate notice, which shall be defined as a minimum of thirty (30) days prior to the cessation of special pricing.
Upon expiration or termination of the Program, Early Adopters will be transitioned automatically to the standard pricing plans applicable to the Services they are using. Details of standard pricing will be communicated during the enrollment phase of the Program and again before the transition takes place.
OVERE reserves the right to modify the terms and benefits offered under the Early Adopter Program without prior notice. However, any significant changes that could negatively affect Early Adopters will be communicated at least thirty (30) days in advance.
By participating in the Early Adopter Program, Early Adopters agree to provide feedback on the Services, including performance, usability, and potential improvements. Such feedback is crucial for the development and enhancement of OVERE’s offerings and may be required periodically throughout the Program duration.
Any confidential information or proprietary data provided by Early Adopters as part of the Program feedback will be handled in accordance with the confidentiality provisions outlined in the main Agreement. Additionally, OVERE may use anonymized data collected during the Program for service improvement and analytical purposes.
By joining the Early Adopter Program, participants accept these terms, which supplement and amend any existing agreements between the Early Adopters and OVERE regarding the use of Services. Participation in the Program does not modify any other terms of the original service agreement not explicitly addressed herein.
