The following terms and conditions, together with any referenced documents (collectively, “Terms of Use”) are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and Overture Lifestyles and Their Subsidiaries, LLC. (“Overture Lifestyles and Their Subsidiaries,” “we,” “us” and “our”). The Terms of Use apply to Overture Lifestyles and Their Subsidiaries' Website and associated operating systems and System (as defined below).
IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU. YOU ACCEPT THESE TERMS OF USE BY (1) ACCESSING OR USING THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, (2) INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THESE TERMS OF USE. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS.
The term “Website and associated operating systems” means Overture Lifestyles and Their Subsidiaries public Website and associated operating systems.
We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we have made, as they are binding on you. All material changes apply prospectively only. Changes to the dispute resolution procedures set forth in the section titled Governing Law and Jurisdiction shall not apply to disputes for which the parties had actual notice as of the date the change was posted on the Website and associated operating systems. Your continued use of the Website and associated operating systems following the posting of revised Terms of Use means that you accept and agree to the changes. When accepted by you, the revised Terms of Use automatically revoke any license or other rights that we granted to you under the prior version.
Personally identifiable information collected about you by this Website and associated operating systems is treated in accordance with the Overture Lifestyles and Their Subsidiaries Privacy Policy, which is hereby incorporated into these Terms of Use by reference.
We reserve the right to terminate or modify the Website and associated operating systems including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website and associated operating systems is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website and associated operating systems to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Website and associated operating systems.
To access portions of the Website and associated operating systems or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and associated operating systems, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a username, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify Overture Lifestyles and Their Subsidiaries of any unauthorized use of your username or password or any other breach of security. You must log out from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Overture Lifestyles and Their Subsidiaries has the absolute right to disable any username or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.
The “Overture Lifestyles and Their Subsidiaries Product” means the Overture Lifestyles and Their Subsidiaries platform and any Overture Lifestyles and Their Subsidiaries software, including those customarily provided by us only to our paying customers, along with professional services, support, and maintenance, and any other products or services offered for sale by Overture Lifestyles and Their Subsidiaries. You must purchase access to Overture Lifestyles and Their Subsidiaries Products pursuant to a separate subscription or other agreement with Overture Lifestyles and Their Subsidiaries (“Subscription Agreement”). Use of the Website and associated operating systems
You and other third-party users of the Website and associated operating systems may be permitted to post, submit, contribute, publish, display, make available or transmit to others (hereinafter, “post“) content (collectively, “User Contributions” and together with contributions officially posted by Overture Lifestyles and Their Subsidiaries, “Contributions”) on or through the Website and associated operating systems. Posting permits our customers, partners, developers, prospective customers, employees and other interested parties to share information, exchange ideas, expertise and experience, ask questions, provide solutions, share technology advances and obtain product information. To foster a vibrant, thriving, and friendly community, we may enforce standards for appropriate content and prohibit uses antithetical to the intended community environment. User Contributions are considered non-confidential and non-proprietary, and you hereby grant to Overture Lifestyles and Their Subsidiaries a perpetual, irrevocable, royalty-free, fully paid, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Contributions that you post for any purpose. We are under no obligation to post or use any User Contributions and reserve the right to edit or remove User Contributions that violate these Terms of Use in our sole discretion.
To the extent you have purchased support rights under your Subscription Agreement, do not use Community Services for the escalation of support issues. Contact Overture Lifestyles and Their Subsidiaries Support as provided in your Subscription Agreement.
You are solely responsible for any User Contribution that you post, including its legality, reliability, accuracy and appropriateness. Overture Lifestyles and Their Subsidiaries is not responsible for (and has no liability with respect to) any User Contribution. You represent and warrant that you own or control all rights in and to the User Contributions that you post and have the right to grant Overture Lifestyles and Their Subsidiaries and its affiliates the license granted above. You represent and warrant that all of your User Contributions do and will comply with these Terms of Use, and you agree to defend, indemnify and hold Overture Lifestyles and Their Subsidiaries and its affiliates and licensors harmless for any breach of that representation and warranty. Opinions expressed in User Contributions are those of the party posting the User Contribution and do not necessarily reflect the opinion of Overture Lifestyles and Their Subsidiaries.
Overture Lifestyles and Their Subsidiaries market their services through numerous third-party public-facing mechanisms such as LinkedIn, Indeed, Social Media Platforms, public advertising, and other methodologies available. Your response to any form of advertising including word of mouth, internet searches on your behalf, or any other action taken by you that results in your submission of information to Overture Lifestyles and Their Subsidiaries, grants Overture Lifestyles and Their Subsidiaries the right to maintain your submitted information within the Overture Lifestyles and Their Subsidiaries tracking modules in use as part of the Overture Lifestyles and Their Subsidiaries operating platform and operating methodology. Your personal information submitted to Overture Lifestyles and Their Subsidiaries by you or on your behalf knowingly or unknowingly by you or by any other person or by any other means such as online advertising sites, public forums and groups, social media or any other publicly available mechanisms, will reside within the Overture Lifestyles and Their Subsidiaries operating system and will be used for the sole purpose of the Overture Lifestyles and Their Subsidiaries operating mission of connecting applicants, candidates, respondents, interested parties, or any other individuals who have submitted their personal information to Overture Lifestyles and Their Subsidiaries, with employers of any legally operating entities of any kind who employ individuals within the industries that Overture Lifestyles and Their Subsidiaries provides services to.
As described above, your submission of data, regardless of the source of that submission, will constitute your agreement for Overture Lifestyles and Their Subsidiaries to maintain your information in the Overture Lifestyles and Their Subsidiaries systems and for Overture Lifestyles and Their Subsidiaries to present you as a candidate to the Overture Lifestyles and Their Subsidiaries employer pool of companies. You have the right to contact Overture Lifestyles and Their Subsidiaries to request the removal of your information using the ‘contact us’ process on the Overture Lifestyles and Their Subsidiaries Website and associated operating systems with the expectation that you will be removed from the Overture Lifestyles and Their Subsidiaries database within 72 hours of your request.
You agree to comply with the following code of conduct in your use of the Website and associated operating systems:
You agree not to access or use the Website and associated operating systems in any manner:
If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you must immediately notify Overture Lifestyles and Their Subsidiaries via e-mail to info@OvertureLifestyles.com
We may, but are under no obligation to, monitor or censor comments made by users or content provided by contributors, and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third-party users and we disclaim any and all liability relating thereto.
The Website and associated operating systems in its entirety including the Website and associated operating systems Content and is owned by Overture Lifestyles and Their Subsidiaries or our licensors and is protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website and associated operating systems only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of Overture Lifestyles and Their Subsidiaries. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website and associated operating systems Content without Overture Lifestyles and Their Subsidiaries’ express prior written consent or except as expressly provided in these Terms of Use.
As between Overture Lifestyles and Their Subsidiaries and you, all rights, title, and interest in and to all intellectual property rights in the Overture Lifestyles and Their Subsidiaries Technology are owned exclusively by Overture Lifestyles and Their Subsidiaries notwithstanding any other provision in these Terms of Use. Except as otherwise expressly provided in these Terms of Use, Overture Lifestyles and Their Subsidiaries reserves all rights in the Overture Lifestyles and Their Subsidiaries Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “Overture Lifestyles and Their Subsidiaries Technology” means: (a) software, development tools, documentation and Overture Lifestyles and Their Subsidiaries technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.
As between Overture Lifestyles and Their Subsidiaries and you, all rights, title, and interest in and to all intellectual property rights in the Overture Lifestyles and Their Subsidiaries Technology are owned exclusively by Overture Lifestyles and Their Subsidiaries notwithstanding any other provision in these Terms of Use. Except as otherwise expressly provided in these Terms of Use, Overture Lifestyles and Their Subsidiaries reserves all rights in the Overture Lifestyles and Their Subsidiaries Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “Overture Lifestyles and Their Subsidiaries Technology” means: (a) software, development tools, documentation and Overture Lifestyles and Their Subsidiaries technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.
Overture Lifestyles and Their Subsidiaries Trademarks
Overture Lifestyles and Their Subsidiaries, the Overture Lifestyles and Their Subsidiaries logo, and other Overture Lifestyles and Their Subsidiaries marks are trademarks and/or registered trademarks of Overture Lifestyles and Their Subsidiaries, LLC. Reference the Overture Lifestyles and Their Subsidiaries Terms of Use for more information regarding Overture Lifestyles and Their Subsidiaries trademarks.
The Documentation available on the Website and associated operating systems is the copyrighted work of Overture Lifestyles and Their Subsidiaries and/or third-party providers. Subject to these Terms of Use, we grant you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license to make a reasonable number of copies of the Documentation for your internal business use in connection with your separately authorized use of Overture Lifestyles and Their Subsidiaries Products. No right to sublicense or distribute the Documentation is granted herein.
No rights are granted to you with respect to User Contributions (not including Apps, which are treated as described above) other than the limited, personal, non-exclusive license to reproduce User Contributions as necessary to display the User Contributions on a machine that you use to interact with the Website and associated operating systems.
Third-party materials and free and open-source software (“FOSS”) provided by us to you may be accompanied by licensing terms, in which case such licensing terms shall govern your use of that third-party software or FOSS. Mention of third parties and third-party products in any materials, advertising, promotions or coupons provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and Overture Lifestyles and Their Subsidiaries shall have no responsibility with regard to the selection, performance or use of such vendors or products. To the extent you access or use such software, all understandings, agreements or warranties, if any, shall be directly between the vendor and you.
No right, title or interest in or to the Website and associated operating systems including Website and associated operating systems Content and Contributions or Overture Lifestyles and Their Subsidiaries Technology, is transferred to you. There are no implied licenses under these Terms of Use. Overture Lifestyles and Their Subsidiaries reserves all rights not expressly granted to you herein. Any use of the Website and associated operating systems not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. Overture Lifestyles and Their Subsidiaries Technology is licensed and not sold even if for convenience Overture Lifestyles and Their Subsidiaries makes reference to words such as sale or purchase. You shall not (and shall not permit others to) do any do any of the following with respect to the Website and associated operating systems or Overture Lifestyles and Their Subsidiaries Technology: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or time share it or otherwise make any of it available for access by third parties, including any derivative works of Overture Lifestyles and Their Subsidiaries Technology irrespective of which party authors such derivative works; (b) disassemble, decompile or reverse engineer it, particularly for the purpose of developing any product or services competitive with the Overture Lifestyles and Their Subsidiaries Technology generally; (c) copy, create derivative works of, or otherwise modify it, except as expressly permitted hereunder; (d) disrupt its security, integrity or operation; (e) remove or modify a copyright or other proprietary rights notice in it; (f) use it to reproduce, distribute, display, store, transmit or use material or content protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (g) use it to damage the property of another; (h) use it in any manner which violates any applicable law or regulation; (i) use it to create, use, send, store or run viruses or other harmful computer code; or (j) use it in any manner that, in Overture Lifestyles and Their Subsidiaries’ reasonable judgment, circumvents the ordinary use or operation of the Overture Lifestyles and Their Subsidiaries Technology. or use such software, all understandings, agreements or warranties, if any, shall be directly between the vendor and you.
Linking to the Website and associated operating systems
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You are prohibited from linking to any other page of the Website and associated operating systems without our express written permission. We reserve the right to withdraw linking permission without notice. The Website and associated operating systems must not be framed on any other site, nor may you create a link to any part of the Website and associated operating systems other than the homepage. You must not establish a link from any Website and associated operating systems that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.
If the Website and associated operating systems contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from advertisers, including banner advertisements. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Website and associated operating systems linked to this Website and associated operating systems, you do so entirely at your own risk and subject to the applicable terms and conditions of use for such Website and associated operating systems.
1. Monitoring, Enforcement and Feedback
Overture Lifestyles and Their Subsidiaries has the right but not the obligation to:
Without limiting the foregoing, Overture Lifestyles and Their Subsidiaries has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Website and associated operating systems. YOU WAIVE AND HOLD OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES OR LAW ENFORCEMENT AUTHORITIES. Overture Lifestyles and Their Subsidiaries can neither review all material before it is posted on the Website and associated operating systems nor ensure prompt removal of objectionable material after it has been posted and assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
Overture Lifestyles and Their Subsidiaries shall have a perpetual, irrevocable, royalty-free, fully paid, sublicensable, transferable, non-exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, any feedback, comments, suggestions, communications, and requests for improvements or enhancements relating to the Website and associated operating systems and the Overture Lifestyles and Their Subsidiaries Products.
Confidentiality
You agree that any information provided to you in connection with the Overture Lifestyles and Their Subsidiaries Website and associated operating systems will be considered and referred to as (“Overture Lifestyles and Their Subsidiaries Confidential Information”) Notwithstanding the foregoing, Overture Lifestyles and Their Subsidiaries Confidential Information shall not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by us; (c) information that is independently developed by you without the use of any Overture Lifestyles and Their Subsidiaries Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third-party software and/or documentation provided to you by us and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
Unless otherwise expressly agreed or permitted in writing by Overture Lifestyles and Their Subsidiaries, you agree not to disclose, publish, or disseminate any Overture Lifestyles and Their Subsidiaries Confidential Information to anyone. You agree not to use Overture Lifestyles and Their Subsidiaries Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of Overture Lifestyles and Their Subsidiaries in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Overture Lifestyles and Their Subsidiaries Confidential Information. You acknowledge that unauthorized disclosure or use of Overture Lifestyles and Their Subsidiaries Confidential Information could cause irreparable harm and significant injury to Overture Lifestyles and Their Subsidiaries that may be difficult to ascertain. Accordingly, you agree that we will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies we may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Overture Lifestyles and Their Subsidiaries Confidential Information, you may make such disclosure, but only if you have notified us before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Overture Lifestyles and Their Subsidiaries Confidential Information.
We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website and associated operating systems infringe your copyright, you may request removal of those materials from the Website and associated operating systems by submitting written notification (a “DCMA Notice”) to our copyright agent (designated below) in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”)
Our designated Copyright Agent to receive DMCA Notices is:
Overture Lifestyles and Their Subsidiaries, LLC
Via Contact us on our Website and associated operating systems
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us by submitting written notification to our copyright agent (identified above) pursuant to the DMCA. It is the policy of Overture Lifestyles and Their Subsidiaries to terminate the user accounts of infringers.
The owner of the Website and associated operating systems is based in the state of California in the United States. The Website and associated operating systems can be accessed from countries around the world. Access to the Website and associated operating systems may not be legal by certain persons or in certain countries. If you access the Website and associated operating systems from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Access to the Website and associated operating systems from territories where the Website and associated operating systems or any of its services or products are illegal is prohibited. You acknowledge that you remain responsible at all times for your compliance with U.S. and all applicable export and related statutes and regulations.
Overture Lifestyles and Their Subsidiaries cannot and does not promise or warrant that any aspect of the Website and associated operating systems including software, Technology, Documentation or other intellectual property is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE AND ASSOCIATED OPERATING SYSTEMS LINKED TO IT.
AS BETWEEN YOU AND OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES, YOUR USE OF THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, IS AT YOUR OWN RISK. THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, ARE PROVIDED TO YOU BY OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES NOR ANY PERSON ASSOCIATED WITH OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS. WITHOUT LIMITING THE FOREGOING, NEITHER OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES NOR ANYONE ASSOCIATED WITH OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES REPRESENTS OR WARRANTS THAT THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR ANY SERVICES OR ITEMS OBTAIN THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL OVERTURE LIFESTYLES AND THEIR SUBSIDIARIES, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS OR SERVICES OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE AND ASSOCIATED OPERATING SYSTEMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) resulting from your violation of these Terms of Use or your use of the Website and associated operating systems, including, without limitation, any use of the Website and associated operating system’s content, unpaid tax liability, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website and associated operating systems. We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing. You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You shall have no obligation to indemnify Overture Lifestyles and Their Subsidiaries against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by the Overture Lifestyles and Their Subsidiaries Products.
You may not access, download, use or export materials posted to the Website and associated operating systems in violation of U.S. export laws or regulations or in violation of any other applicable export or import laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority.
You acknowledge that the Non-Production Instances, Apps, Documentation and Development Tools are subject to the U.S. Export Administration Regulations (the “EAR”) and you shall comply with the EAR. Without limiting the foregoing, you represent and warrant that: (a) you are not located in, and shall not use the Documentation and Development Tools from, any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria); (b) you shall not use the Documentation and Development Tools in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) you are not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws that may impact your right to import, export or use the Documentation and Development Tools. U.S. Government Rights
All Overture Lifestyles and Their Subsidiaries software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the services are acquired by or on behalf of a civilian agency, We provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, we provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.
No waiver of these Terms of Use by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
There are no third-party beneficiaries to these Terms of Use.
Overture Lifestyles and Their Subsidiaries may terminate these Terms of Use at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate Notwithstanding the termination of these Terms of Use for any reason, Sections 3 (Intellectual Property) and 6 (Legal Considerations) herein shall survive.
These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware in the United States without giving effect to any choice or conflict of laws provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website and associated operating systems shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You hereby irrevocably waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Website and associated operating systems and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and associated operating systems. Overture Lifestyles and Their Subsidiaries, LLC. All rights reserved.
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