PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. Access to and use of this website is provided by Overcast HQ Limited (“Overcast”) subject to the following terms (“Terms of Use”):

Your acceptance of the Terms

By visiting and using this website you accept and agree to be bound by these Terms of Use, including any future modifications, and to abide by all applicable laws, rules and regulations. If you do not agree with any of these Terms of Use, please do not use this website.

These Terms of Use may be changed without notice at any time by updating this posting. You should visit this page regularly to review the current Terms of Use. Your continued use of this website will be deemed acceptance of any changes.

Content

This website has been prepared solely for the purpose of providing information about Overcast and the services and products it offers. This website has been compiled in good faith by Overcast. However, no representation is made as to the completeness or accuracy of the information on this website.

Privacy

Your privacy is important to us. We provide a notice explaining our online information practices and about the way your information is collected and used at this website. You may access our Privacy Policy via this website. The Privacy Policy forms a part of these Terms of Use.

Intellectual Property

This website and the content and materials contained on this website (collectively, “Content”) are protected by copyrights, patents, trade secrets or other intellectual property and proprietary rights under the laws of Ireland and other countries.

Customer use of service

The “Services” are the Overcast services we provide to you as described in your current Customer Order Form, including without limitation our online services for uploading, managing, and presenting rich media files.

We grant you a limited license to access and use the Services during the Term (defined in your current Customer Order Form) via the Internet subject to our Terms of Service.

Customer contact information

You will provide us with your legal company name, street address, email address, and name and telephone number, together with your authorized billing contact and administrative liaison. Please keep your information updated by emailing your Overcast customer representative.

Authorised users

The Services let you create various categories of users including without limitation, administrators who have full Services functionality, and other categories that have more restricted access.  You may use and provide access to the Services only for the purposes of your own business, which includes providing access for your users to your content. You are responsible for the actions of all Users to whom you grant access to the Services.

Customer data

“Customer Data” means your content, text, and other information that you and your users may use or upload in connection with the services.

You are responsible for the quality, reliability, and appropriateness of and copyright permissions for Customer Data.  We obtain no ownership rights in your Customer Data.  As between you and us, Customer Data will remain your property to the full extent provided by law.

We will use commercially reasonable security measures designed to secure your data from accidental loss and unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that Internet technologies have the inherent potential for disclosure and that you provide any personal or sensitive information at your own risk.

Subject to these Terms of Service, you grant us a non-exclusive license to use, copy, store, transmit, encrypt, decrypt, and display Customer Data only as reasonably necessary to provide and maintain the Services. However, we may aggregate anonymous data regarding use and functioning of our system by you and customers, and such aggregated data will be our property.

Passwords

Your Administrative Users may authorize usernames and passwords for your use of the Services – you are responsible for the security and confidentiality of these usernames and passwords.  You agree to notify us immediately of any unauthorized use of any username, password and/or account, or any other known or suspected breach of our security. We may occasionally reset user passwords, with the user’s consent, in order to provide technical support. We will never ask for existing usernames and passwords.

Appropriate use of service

This agreement does not authorize you to resell any of the Services, although you may charge your clients to access the Services under your account as a ‘pass-through charge,’ so long as their use of the Services is otherwise consistent with these Terms of Service. You cannot use or authorize others to use the Services in any way that competes with us or adversely affects our business. Unless allowed by our Terms of Services, you may not sublicense or resell the Services or supply the Services for the benefit of any other person or company. (If you are interested in being a reseller of the Services, contact Overcast at info@overcasthq.com)

You agree not to use (or allow any of your Users to use) the Services to upload, share or display any material that is illegal, misleading, defamatory, or obscene, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively, “Objectionable Matter”).  We reserve the right (but will not be obligated) to remove any Customer Data that we believe is Objectionable Matter.  We will try to give you at least five (5) business days’ prior notice before such removal, but we may act more quickly if we reasonably believe that more rapid action is appropriate.  You and your users must comply with all applicable laws regarding Customer Data and use of the Services.

We reserve the right to suspend or terminate immediately your account and/or any of your user accounts due to violation of these Terms of Service or if use of such accounts are disruptive or cause harm to our computers, systems or infrastructure or to other parties.

You agree not to do (and to prevent your Users from doing) any of the following: (i) engage in any act that we deem to be in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating these Terms of Service; (ii) make improper use of our customer support services, including submitting false reports; or (iii) use the Services in connection with anything illegal, or do anything that promotes the violation of any law or regulation; (iv) use automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Services; (v) use the Services in order to design or assist in the design of automation software, bots, hacks, mods or any other unauthorized third-party software designed to modify or interfere with the Services; (vi) without our express written consent, modify or cause to be modified any files that are a part of the Services; (vii) disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server used to support the Services; (viii) become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services; or (ix) attempt to gain unauthorized access to the Services, other customer accounts, servers, or networks connected to the Services by any means other than the licensed user interface provided by us, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Services.

You agree not to (or cause any other person or company to) reverse engineer the Services or our software or technology. You agree not to use or access the Services to: (a) build a competitive product or service, (b) make or have made a product using similar ideas, features, functions or graphics of the Services, (c) make derivative works based upon the Service or any Overcast content, or (d) copy any features, functions or graphics of the Services or the Overcast content. You will not “frame” or “mirror” the Services.  You may only use the Services and/or the Overcast content as expressly permitted in these Terms of Service.

Service Warranty

We promise that that the Services will be running and available for you to use via the Internet at least 99.5% percent of each calendar month of the Term, excluding scheduled maintenance, or technical or connectivity failures of networks not owned or operated by us.  Unavailability terms will be agreed in the Overcast Order Form.

Submissions

You may submit inquiries or feedback to Overcast through the email addresses listed on this website. Overcast is not required to review any submission you may make. To the extent you submit any ideas or feedback to Overcast, you grant Overcast a perpetual, worldwide, fully paid-up, royalty-free right and license to use the same for any purpose.

Disclaimers and Warranties

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE AND ALL CONTENT, INFORMATION, SOFTWARE AND OTHER MATERIALS CONTAINED OR USED IN THE OPERATION OF THIS WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY GUARANTEE OR ASSURANCE THE WEBSITE OR ANY CONTENT, INFORMATION, SOFTWARE AND OTHER MATERIALS WILL BE AVAILABLE, UNINTERRUPTED OR ERROR FREE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. Without limiting the foregoing, Overcast is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of this website. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of the Content and any and all features and functions of this website.

Limitation of liability

OVERCAST DISCLAIMS ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THIS WEBSITE OR ANY CONTENT, INFORMATION, SOFTWARE AND OTHER MATERIALS, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF OVERCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

You agree to indemnify, defend and hold Overcast, Company Affiliates (where “Company Affiliate” refers to any other members of the Overcast group in addition to Overcast HQ) and all other affiliates thereof, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of this website, or (b) your breach or violation of these Terms of Use. Overcast reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.

Confidentiality

Confidential Information means non-public information, materials, digital content and media, business data, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with the Services. Oral disclosure will also be deemed Confidential Information if a reasonable person would consider it to be confidential.

Neither party will use the other party’s Confidential Information except as reasonably required in connection with the Services. Each party will protect the other’s Confidential Information by at least the same means used to protect its own Confidential Information. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. This Section will survive for two years after you stop using the services for any reason.

Except as otherwise agreed in writing or stated herein, at the end of the Term, each party will, upon the request of the disclosing party, either: (a) return to the disclosing party all of its Confidential Information and copies thereof in the receiving party’s possession or control; or (b) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control, provided that we will not be required to purge all copies from backup storage media that is stored in reasonably secure locations. The receiving party will then, at the request of the disclosing party, certify in writing its compliance with this Section.

If either party believes that it is compelled by law or court order to disclose any Confidential Information of the other party, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.

Overdue fees

Unless otherwise agreed in writing, you agree to pay all fees as described in your Customer Order Form.

In addition to other remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate your account upon five (5) business days’ notice if your account becomes delinquent (falls into arrears for more than 30 days).

Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. You will be charged all applicable fees, including fees for all Users then authorized, during any period of suspension. You understand that if your account is suspended, you may have limited or no access to Customer Data stored in our platform.

Termination

Either party can suspend or terminate this agreement for Service upon at least five (5) business days’ written notice if the other party materially breaches these Terms of Service or the Customer Order Form, unless the breach is cured within such five (5) business day period (if curable).

If you wish to terminate your Services prior to the end of the then effective period and after the initial 30 day cooling off period, you agree to pay us an early termination fee, billable as of the termination date.  This early termination fee is calculated as the applicable minimum fees under your Customer Order Form plus any other outstanding fees or amounts due. You agree that this amount is fair and reasonable compensation to us for early termination.

Overcast has no obligation to retain any Customer Data that remains in our possession or control after termination; you may access the Service and copy any Customer Data as needed only before termination.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Overcast without restriction.

Public Relations

We may issue press releases or public statements regarding our services for you.  We may list you (including use of your branding) as a customer on our Site and in publicity materials. You will have the right to ask us to remove or redact (if possible) any publicity which you find reasonably objectionable that includes your name.

 

Notice and procedure for making claims of copyright infringement

Overcast respects the intellectual property of others and asks users of this website to do the same. Overcast has a policy of terminating repeat infringers’ access to its website and services in appropriate circumstances. If you are a copyright owner or an agent thereof and believe that any content on this website infringes upon your copyrights, you may submit a notification with the following information in writing:

A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on this website are covered by a single notification, a representative list of such works on this website;

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;

Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and

A statement that the information in the notification is accurate and that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to the following address:

Director of Legal
Overcast

 

27 Mount Street Lower

Dublin 2

Ireland

 

Updates

We reserve the right (but not the obligation) to upgrade, update, improve or modify the Services at any time for any reason, including (without limitation) to fix a software “bug” affecting the Services.  After an Upgrade is released, we shall have no obligation to provide you access to any previous version of the Services.

 

Miscellaneous

These Terms of Use contain the complete and entire understanding and agreement between you and Overcast concerning this website and supersedes any and all prior or contemporaneous understandings relating to the website and your use thereof. If any provision of these Terms of Use is held to be unlawful, invalid or unenforceable, this shall not affect any other provisions and these Terms of Use shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The failure of Overcast to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision.

Overcast is based in Ireland. Overcast makes no representation or warranty that this website or that the Content contained on this website is appropriate or available for use in any or all locations. Those who choose to access this website from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulations, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with this website may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to Irish export restrictions. These Terms of Use shall be governed by, construed and enforced in accordance with the laws of Ireland, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the courts of Ireland and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non convenience or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THESE TERMS OF USE, YOUR USE OF THIS WEBSITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY.