TERMS OF USE

Your Account

1. Acceptance of these Terms
   1. Whether You are a Visitor, a Viewer, an End-user or a Client, either an individual or a single entity (“You” or “Your” as applicable), You signify Your express and unconditional agreement to: (1) these terms and conditions, (2) all other policies of OVERTURE+, including but not limited to the OVERTURE+ privacy and cookie policies, as accessible at any time from the homepage of the OVERTURE+ website, and incorporated herein by reference, (all collectively, the “Terms”). You may not use the OVERTURE+ Services if You do not accept any of the Terms. You understand and agree that OVERTURE+ will treat Your use of the OVERTURE+ as an acceptance of these Terms.
   2. OVERTURE+ may, in its sole discretion, modify these Terms from time to time, and You agree to be bound by such modifications. Although we may attempt to notify You when major changes are made to these Terms, you should periodically review the most up-to-date version which shall always be accessible from the homepage of the OVERTURE+ website. If You do not agree to the modified Terms, you may stop using our Services. Your continued use after the date of modification constitutes your acceptance of the updated terms.
   3. You shall not use the OVERTURE+ Services if (a) You are not of legal age to form a binding contract with OVERTURE+, or (b) You are a person who is either barred or otherwise legally prohibited from receiving or using the OVERTURE+ Services under the laws of the country in which You are a resident or from which You access or use the OVERTURE+ Service.
2. Description of the OVERTURE+ Services
   
   1. OVERTURE+ is an original video hosting website that enables Clients to access, stream, view, upload, store, and share videos to their End-users. The OVERTURE+ Services is made up of the OVERTURE+ website, the OVERTURE+ video player that is embeddable onto any website, the OVERTURE+ apps and web-apps as accessible via any current or future device capable of distributing the OVERTURE+ website and/or the video player, and more generally any OVERTURE+ products, content, channels, software, data feeds, services, and functionality (“OVERTURE+ Services”).
   2. By accessing and/or using the OVERTURE+ Services, without being logged into OVERTURE+ Client Account, you will be hereinafter a “Visitor.” As a Visitor, you will only access, stream, view, or share videos available on the OVERTURE+ Services, but will not utilize the other features available on the OVERTURE+ Services as a Client. An “OVERTURE+ Account” means the video content storage space on the OVERTURE+ Services which is dedicated to a Client that can be created by signing up for an OVERTURE+ Account through our Sales Department (sales@overture.plus).
   3. If You want to be able to upload videos and access some other features of the OVERTURE+ Services, you will need to first create a Client account and have your email address validated. Ensure that the information you provide when creating an account is accurate and complete including the email address you provided is valid. You will then be a Client once you agree to our scope of work, and terms and conditions.
   4. By creating an OVERTURE+ Account, you agree that You alone will be responsible (to OVERTURE+ and to others) for all activity that occurs under Your OVERTURE+ Account. The Client ID and password which are necessary to access the OVERTURE+ Account and the features associated with it are your sole responsibility and it is Your obligation to keep them confidential.
   5. If You are a client, you may notably upload video files (that must be compliant with these Terms) on the OVERTURE+ Services and have a nickname and an avatar that will be associated with Your OVERTURE+ Account. All elements posted by You on the OVERTURE+ Services are deemed to be “Your Content.”
   6. If you are a Visitor or End-user, you can access, stream, view, or share videos that are uploaded on OVERTURE+. You can also report content which may be contrary to our Terms for investigation.
3. Intellectual Property Rights
   
   1. For the entire period during which Your Content is hosted on the OVERTURE+ Services as a Client, You grant to OVERTURE+, and its affiliates, the non-exclusive rights to reproduce, represent, stream, replay (including offline display without permanent download), exploit, exhibit, show, market, distribute and to technically modify and compress Your Content as is strictly necessary for the purposes of the viewing and/or streaming of Your Content on the OVERTURE+ Services.
   2. By making Your Content accessible on the OVERTURE+ Services, You agree to allow any Visitors or End-users of the OVERTURE+ Services, to view and to share Your Content through the OVERTURE+ video player on or through any declination of the OVERTURE+ Services, as accessible (online or offline) via any current or future device capable of distributing the OVERTURE+ Services by any means of access, including but not restricted to computers, smartphones, tablets, TV devices, IPTV platforms, and/or game consoles free-of-charge.
   3. Despite this allowance, Your Content shall always remain Your property. Please note that due to the nature of the Internet and digital media, data transmitted – including Your Content – cannot be protected against risks of misappropriation and/or piracy, for which OVERTURE+ shall not be liable. You are responsible for taking all appropriate steps to protect Your data, where applicable.
   4. We grant You a personal, non-exclusive, non-transferable, and revocable right to access and use the OVERTURE+ Services, which right is conditioned on Your compliance with the Terms.
   5. The content (other than Your Content and other Clients’ content) included on or accessible through the OVERTURE+ Services, such as text, graphics, logos, names, designations, button icons, features, functionalities, images, audio clips, information, data collected from the OVERTURE+ Services, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software (the “OVERTURE+ Content”), is the exclusive property of OVERTURE+ and its licensors, and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and subject to applicable laws and regulations.
   6. OVERTURE+ Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without our prior written consent. You agree to not use or exploit the Content in any manner inconsistent with any of the rights granted or restrictions set forth herein, including, without limitation, prohibitions on downloading, redistribution, alteration, deletion, and deactivation of any content protection mechanisms. You are not allowed to modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter in part or in full any OVERTURE+ Content.
   7. All rights not expressly granted in the Terms are reserved to OVERTURE+ and its affiliates and licensors.
4. Copyright - DMCA
   
   1. OVERTURE+ respects the intellectual property of others and expects its Clients and End-users to do the same. You must ensure that the materials they upload do not infringe any third-party copyright. OVERTURE+ will promptly remove materials in accordance with the Digital Millennium Copyright Act (“DMCA”) when properly notified that the materials infringe a third party's copyright. OVERTURE+ will also, in appropriate circumstances, terminate the accounts of repeat copyright infringers. OVERTURE+ will terminate Client or End-user accounts that receive three (3) DMCA strikes. A “DMCA strike” accrues each time that material is removed from a End-user’s account due to a DMCA notice. We may group multiple DMCA notices received within a short period of time as a single DMCA strike.
   2. In filing any request for copyright infringement, please ensure that your notice is complete and that your statements are accurate. If we request additional information necessary to make your notice complete, please provide that information promptly. If you fail to provide the required information, your request may not be processed further. For non-copyright complaints, please write to us in Subject line Trademark Infringement Complaint or our Privacy Complaint Form.
   3. To request the removal of materials based upon copyright infringement, you must file a notice. OVERTURE+ may disclose notices with affected End-users and third-party databases that collect information about copyright takedown notices. If you are an OVERTURE+ Client and wishes to challenge the removal of materials caused by a DMCA takedown notice, you must file a counter-notification.
5. Our Liability as Host
   
   1. In our capacity as a web hosting services provider, OVERTURE+ is under no legal obligation to monitor content uploaded on the OVERTURE+ Services, nor obligated to actively seek facts or circumstances indicating illegal content but shall forthwith remove or disable access from its OVERTURE+ Services to any infringing content once having been notified of its existence.
   2. You agree that Your use of the OVERTURE+ Services shall be at your sole risk and liability. In this regard, you are solely responsible for (1) Your use of the OVERTURE+ Services and more specifically for Your Content, and (2) the protection of its computer hardware against any virus or interruption.
   3. You acknowledge and agree that the OVERTURE+ Services, in whole or in part (including, without limitation, the look and feel, the channels and categories, the functionality, and/or the OVERTURE+ video player), the streaming app and website, on and through which Your Content will be distributed is provided “AS IS” without warranty, provided that OVERTURE+ may enhance, modify and update the OVERTURE+ Services at its sole discretion. For the sake of clarity, You shall not be entitled to request any modification to the OVERTURE+ Services.
   4. OVERTURE+ shall not be held responsible in any case for (i) any malfunctions, inherent of the nature of the Internet, in the access and/or the use of the OVERTURE+ Services, (ii) or any default of its obligations caused by force majeure or an unintentional cause. Unless otherwise stated herein, OVERTURE+ does not grant You any guarantee of any kind, whether expressly or implicitly, in any area, including and any guarantee of fitness for a particular purpose.
   5. The limitations on OVERTURE+'s liability defined in this section shall apply whether or not OVERTURE+ has been advised of or should have been aware of the possibility of any such losses arising.
   6. Some jurisdictions limit or do not allow the disclaimer of warranties or damages so the above disclaimer only applies to the extent the jurisdictional laws permit.
6. Restrictions Related to Your Use of the OVERTURE+ Services
   
   1. As between You and OVERTURE+, you will own any information, communications, data, tools, text, photographs, graphics, images, video, messages, ideas, reviews, questions, suggestions, and other content (other than Your Content or OVERTURE+ Content) that is sent, received, transmitted, generated, or otherwise processed through your use of OVERTURE+ Services (“Data”).
   2. You acknowledge that other parties, including any third parties whose data is gathered, communicated and/or processed using OVERTURE+ Services, may own or have rights to such Data, and your right to use the Data may be subject to their rights and permissions.
   3. You are solely responsible for ensuring that you possess all necessary rights to use, process and communicate any third-party Data.
   4. If you provide us with any unsolicited ideas, comments, or other feedback (“Feedback”) to us regarding OVERTURE+ Content and services, you agree that such Feedback (including all rights, title and interest therein) automatically becomes our property, and you forfeit all rights that you may have in such Feedback. For greater certainty, you agree that OVERTURE+ may use (or not use) and exploit any Feedback in any way at its discretion, without compensation, attribution or other obligation to you or any other party.
   5. Therefore, without limiting the generality of the foregoing, by using OVERTURE+ Services, you agree not to:
      1. interfere or attempt to interfere with, or obtain unauthorized access to, Content, Data, computers, systems or systems security;
      2. use OVERTURE+ Services for commercial activities that are not permitted under the agreement between OVERTURE+ governing Your use, including for advertising, soliciting or otherwise promoting the sale or other distribution of products or services, or as a timeshare or service bureau;
      3. solicit or otherwise attempt to collect, discover, store or disseminate passwords, email addresses, addresses, telephone numbers, personally identifying information, or other non-public information from OVERTURE+ or other End-users;
      4. create usernames that are objectionable, including those that utilize typographical obfuscations;
      5. defame, abuse, threaten or otherwise violate the legal rights of others, including rights regarding privacy and publicity;
      6. modify, retransmit, distribute, disseminate, display, sell, publish, broadcast or circulate any Data or other content (other than your own) to any third party, or establish a link from any other site to OVERTURE+, without our prior consent;
      7. impersonate anyone else, or create user accounts by automated means or under false pretenses;
      8. remove, alter or conceal any copyright, trademark or other proprietary rights notices from our materials, or materials created by others, without prior permission;
      9. submit content that falsely expresses or implies that it is approved or endorsed by us or others;
      10. upload, post, distribute, e-mail or otherwise publish or make available any Data or other content that you know to be inaccurate or misleading, or that is illegal, libelous, defamatory, obscene, harmful, vulgar, sexually explicit, threatening, tortuous, harassing, abusive, invasive of another user’s privacy, racially or ethnically objectionable, or which promotes hatred, physical harm or injury against any person or group;
      11. upload, post, distribute or otherwise publish or make available any Data or other content that you do not have a right to make available under any law or contractual or fiduciary relationships (such as insider information, and proprietary and confidential information learned or disclosed as part of an employment relationship, patient relationship, or under a non-disclosure agreement);
      12. upload, post, distribute, e-mail or otherwise publish or make available any Data or other content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, posting an unauthorized copy of another person’s copyrighted work;
      13. upload, post, distribute, e-mail or otherwise publish or make available any material that contains software viruses or any other computer code, files or programs designed to interfere with, destroy or limit the functionality of any computer software or system, website, application, telecommunications, or other equipment; or
      14. otherwise use OVERTURE+ Services in a manner that could, in OVERTURE+’s sole opinion, adversely affect the ability of other users to use our services, any content, or the Internet.
   6. We may but are not under any obligation to review or log any activity or use of our Services. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation, or government request, or to enhance operational efficiencies, to improve service levels, to perform our contractual obligations in connection with OVERTURE+ Services, to assess Client satisfaction, or to protect OVERTURE+ or its End-users.
   7. We also reserve the right to reveal users’ identities (or any other information that we may know about users, including IP address(es)) in the event of a complaint or legal action, including a request by law enforcement authorities, subject to 24-hour notice to the End-user. OVERTURE+ assumes no liability or responsibility for any unauthorized modifications to our Services by any party other than OVERTURE+.
   8. You acknowledge and agree that some other Partners are third party beneficiaries of these Terms and as such, they may have the right to enforce these Terms against You as third-party beneficiaries of these Terms.
7. Reporting Prohibited Content
   1. OVERTURE+ has established an easily accessible means of allowing anyone to notify it of the availability of infringing content or illegal content and/or activity on the OVERTURE+ Services. If You notice infringing or illegal content and/or activity on the OVERTURE+ Services, you can report it to us at any time by contacting us through the form available from the homepage of the OVERTURE+ website.
8. Equipment, Data Connections, and Privacy
   1. Use of OVERTURE+ Services is dependent upon your use of a supported mobile device and Internet access which are not supplied by OVERTURE+, as well as on the proper operation of the Services by You. Accordingly, the quality, availability and security of OVERTURE+ Services may be affected by factors beyond OVERTURE+’s control. Without limitation, OVERTURE+ will not be liable for any inability to access or use our services, or for any data security breaches, resulting from the unavailability of network or Internet access, from any failure to maintain or secure Internet connections, power outages, or due to any failure of our services that does not result from OVERTURE+’s breach of this agreement. You are solely responsible for your use of OVERTURE+ Services and for obtaining, maintaining, securing, and paying for all communications services, mobile devices, and other equipment and services required to access and use OVERTURE+, OVERRTURE+ Services, and any Data. The terms of your agreement with your mobile network provider and other third-party service providers may apply when using the OVERTURE+ Services.
   2. You must comply with all third-party terms when using our services, and you will be solely responsible for any use that violates those Terms. You acknowledge that you may be charged by your mobile network provider for access to network connection services while using our services and that such charges are your sole responsibility. Further, OVERTURE+ assumes no responsibility and shall not be liable for any damage to, or viruses that may infect, your software, computer equipment (including mobile devices) or other property because of your access to, or use of OVERTURE+ Services, or from sending, receiving, using, or downloading Data, unless resulting from OVERTURE+’s gross negligence or willful misconduct.
   3. The records of OVERTURE+ are stored on our systems in accordance with standard safety practices and applicable laws. The OVERTURE+ records shall be considered proof of emails exchanged, registration forms sent, videos uploaded, and other activity within the OVERTURE+ Services, being agreed that, in the event of a discrepancy between our records and any paper or electronic documents in Your possession, our records shall be authoritative and controlling.
   4. OVERTURE+ takes very seriously Your privacy and the protection of Your personal data, collected, and processed in connection with Your use of the OVERTURE+ Services. If You want to find out more about the personal data collected, how we collect them and the related processes, you can check our Privacy Policy available at any time on the OVERTURE+ website.
9. Governing Laws and Jurisdiction

   These Terms will be interpreted, construed, and governed by the laws in force in the state of Florida, United States, without reference to its conflicts of laws principles. Each party hereby agrees to submit to the exclusive jurisdiction of the courts of the state of Florida, and to waive any objections based upon venue; provided, however, that OVERTURE+ will have the right to obtain injunctive or other equitable relief in any court of competent jurisdiction to restrain or prevent loss or damage to its property, reputation, interests, or assets. You agree that any claim or action brought by you in connection with these Terms or your use of OVERTURE+ Services, or any OVERTURE+ Content will be brought within twelve (12) months of the first occurrence of the loss or damage on which the claim is based.

10. Miscellaneous
    1. Legal Ownership: The owner of the App is OVERTURE+, having its headquarters in Jacksonville, Florida. Questions, complaints or claims regarding OVERTURE+ Services may be directed to OVERTURE+ by telephone at (212) 321-5165 , or by email to support@overture.plus.
    2. Entire Agreement: You acknowledge and agree that the Terms will continue to be enforceable for as long as You use the OVERTURE+ Services or any of its features, whether if you are a Visitor, a Viewer, an End-user, or a Client. For the sake of clarity, watching videos from the OVERTURE+ Services, exporting the OVERTURE+ video player, and/or maintaining an OVERTURE+ Account are all deemed to be uses of the OVERTURE+ Services. These Terms and any policies or operating rules posted by us on the website or in respect to OVERTURE+ constitute the entire agreement and understanding between You and OVERTURE+.
    3. Claims and Class Action Suits: You may only resolve disputes with OVERTURE+ on an individual basis and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, and consolidation with other claims or arbitrations are not permitted under these Terms.
    4. Waiver: The failure of OVERTURE+ to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms fully operate permissible by law. We may assign any or all our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
    5. Business Relationship: There is no joint venture, partnership, employment, or agency relationship created between you and us because of these Terms or use of OVERTURE+ Services.
    6. Severability: The provisions of these Terms are severable. If any individual term or condition is held to be invalid, unenforceable, or contrary to applicable law, such provision will be construed, limited, altered, or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of the provision, and all other terms and conditions will remain in full force and effect.
    7. Communications: OVERTURE+ may communicate with you by email or by posting notices through the website. You consent to receive communications from OVERTURE+ electronically and agree that all notices, waivers, agreements, disclosures, and other communications satisfy any legal requirements that such communications be in writing. You further agree that these Terms, and all correspondence and documentation relating to these Terms and your use of OVERTURE+ Services, will be written in the English language.
11. Questions, Concerns, and Comments

    OVERTURE+ appreciate your visit and use of our services. Should you have any questions, concerns, or comments about OVERTURE+ Services, please refer to the Contact Us section of our website.