TERMS AND CONDITIONS

Welcome to Overture, a start-up providing online services owned and operated by Overture BVBA, a Belgian corporation (“Overture”, “we”, “us” or “our”).        

These Terms of Service (“Terms”) govern your access to and use of Overture websites, services, and applications (collectively the “Service”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. 

Language
All visitors and users of the Service acknowledge that these Terms, the Service and all other Overture-based information is provided in English. By accepting these Terms, the visitors and Users acknowledge that they understand the content and agree with these Terms. A Dutch translation can be provided, on your request, but this translation doesn’t have official bindings. It only counts as an extra service Overture wants to provide to their Dutch clients.  

Information contained on the website
While we take all reasonable care to ensure that the information contained on the Website is accurate and up to date, we make no representations, warranties or undertakings about any of the information content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability). All material on Overture is provided for information purposes only and does not constitute legal, accounting or other professional advice, and it must therefore not be relied upon as such. You should arrange your own advice from a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from the website. 

Your use of the service
By accessing or using the Service you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.    

You may use the Service only if you can form a binding contract with Overture, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. The Service may change from time to time as we evolve, refine or add more features to the Service, often without prior notice to you. In addition, Overture may temporarily or permanently stop providing the Service, or any features within the Service, to you or to users generally and may not be able to provide you with prior notice. 

Acceptable use of the Service
Overture is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to do the following things:
-      use the Service for any unlawful purposes or for promotion of illegal activities;
-      access or reverse engineer the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, or functions of the Service, or (iii) copy any ideas, features, or functions of the Service;
-      publish or perform any benchmark or performance tests or analysis relating to the Service or the use thereof without express authorization from Overture;
-      utilize the information provided by the Service to create a service similar to Overture, including but not limited to: computer vision services, meta-data extraction, retrieval, or entity extraction services, and content categorization services;
-      republish information provided by Overture in a bulk format;
-      use the Service to reproduce copyrighted materials;
-      make the Service available over a network (other than Overture network) where it could be used by others;
-      translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Service, features or ideas from the Services, or any portion of them;
-      circumvent any technology used by Overture or its licensors to protect information accessible via the Service;
-      sell, rent, lease, transfer, or sublicense any of the Service;
-      utilize or enable a third party to utilize Overture via any means that bypasses this Terms or the registration process, including but not limited to: proxy servers, spiders, scraping robots, or other technology;
-      distribute, facilitate, or enable access to the Service in any manner deemed by Overture inits sole discretion to be objectionable or harmful to the business or reputation of Overture;
-      use the Service in conjunction with deep packet inspection and/or any form of network surveillance technology;
-      use the Service to monitor Internet and/or other telecommunications traffic; or
-      use the Service in any way that violates these Terms. 

We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice. 

Subscriptions
You have the option of purchasing a subscription to the Service. The pay-per-use allowances of using the Service are also regarded as subscriptions and therefore subject to the following Terms.  Subscriptions are sized and priced at the discretion of Overture and may change from time to time. To initiate a subscription, you must enter a valid debit or credit card. When you confirm your subscription on Overture, you agree to be bound by and pay for that purchase.

Following the end of your subscription period (based upon the number of API calls you would like to examine), your subscription will automatically renew at the same payment terms. You may upgrade your subscription at any time through the self-serve functions in your account dashboard. When you upgrade your subscription, you are invoiced at the price of your new subscription level. The unused, prorated amount of your old subscription and your new subscription will be debited against your account in the next billing cycle.

You may downgrade your subscription at any time; the downgrade will take effect at the start of your next billing cycle. You may cancel your subscription at any time; your cancellation will take effect at the end of your current billing cycle. No refunds will be provided for portions of the current billing cycle following a downgrade or cancellation.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

If you believe that Overture has charged you in error, you must contact Overture within 45 days of such charge. No refunds will be given for any charges, which are more than 45 days old.

If you pay by debit card and your payment results in an overdraft or other fee from your bank, you alone are responsible for that fee. If your subscription is cancelled, Overture will maintain all resources that were generated by your subscription. Overture retains the right to delete any sources generated by a subscription that have not been updated within 45 days. 

Your account
You must provide us accurate information when you create your Overture account. Your Overture account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations. If you connect to Overture with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another user’s account without permission.  

All of your data will be immediately deleted from the Service if you cancel your account or Overture terminates your account as set forth below. This information cannot be recovered once your account is cancelled. Termination of the Service results in the deletion of your account and all your data.      

Overture reserves the right to refuse service to anyone for any reason at anytime. Overture, in its sole discretion, retains the right to suspend or terminate your account and/or refuse any and all current or future use of the Service, for any reason at any time. Without limiting other remedies, Overture may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your account and/or refuse to provide the Service. 

Account Security
You are responsible for safeguarding the password that you use to access the Service, and for any activities or actions under your password, whether your password is with Overture or a third-party service. Same criteria apply to your assigned API key(s). We encourage you to use “strong” passwords that use a combination of upper and lower-case letters, numbers and symbols with your account. You agree not to disclose your password and API key(s) to any third party. Overture cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Overture immediately upon becoming aware of any breach of security or unauthorized use of your account. 

Your Content
You understand that all content that you input, post, transmit, stream or upload to the Service are your sole responsibility. This means that you, and not Overture, are entirely responsible for all data that you input, upload, post, stream, transmit or otherwise make available via your account. Overture does not control the data analyzed or modeled via the Service and, as such, does not guarantee the accuracy, integrity or quality of such data.
To use the Service, you must be the owner, have the rights to use the data, or use public data for all data sources that you create within Overture. Your data sources cannot be obtained by fraud, involve the use of counterfeit or stolen data, or have been obtained by other unlawful or morally repugnant method.    

Your data sources cannot infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or privacy laws. Your datasources cannot violate any law, statute, ordinance or regulation (including without limitation those governing export control or consumer protection).    

Your data sources cannot create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.      

Your data is considered confidential information by Overture as set forth in our Privacy Policy. Notwithstanding the foregoing, a party receiving confidential information will not be in violation of this agreement regarding a disclosure that was in response to a valid order by a court or other governmental body nor will Overture be in violation if it discovers that you intend to use the Service to further an impermissible purpose or to commit or plan a crime. 

Overture’s License
Subject to these Terms, Overture gives you a personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Service. We reserve all rights not expressly granted in these Terms in the Service. We can terminate this license at any time for any reason or for no reason. 

Overture Property, Copyrights and Feedback
All right, title, and interest in and to the Service (excluding any content provided by you) are and will remain the exclusive property of Overture and its licensors. The Service is protected by copyright, trademark, and other applicable intellectual property laws. Nothing in the Terms gives you a right to use the Overture name or any of the Overture trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Overture, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. 

Privacy
We care about the privacy of our users. We collect, use and share personally identifiable information and non-personally identifiable information as described in ourPrivacy Policy, conform to the General Data Protection Regulation. We take our obligations of confidentiality and the protection of your personal data very seriously. We will not, therefore, sell or make you data available to any third party without your prior consent.  

Indemnification
You agree to defend, indemnify and hold harmless Overture and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service, including any data or content transmitted or received by you, any other party’s access or use of the Service with your username and password, or your violation of these Terms, applicable law, rule or regulation. 

Modifications
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account).By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services. 

No Warranty
The service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Overture and its licensors do not warrant that the Service is accurate, reliable or correct; that the service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.  

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OVERTURE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THIS SERVICE. UNDER NO CIRCUMSTANCES WILL OVERTURE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.        

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVERTURE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OFTHE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THEUSE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL OVERTURE ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER.        

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF OVERTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Miscellaneous legal terms
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.    

These Terms are governed by the internal substantive Belgian laws with respect to its conflict of laws principles. In the unlikely event that Overture has not been able to resolve a dispute it has with you after attempting to do so informally, each claim, dispute, or controversy arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof shall be governed by the Antwerp courts within Belgium.  

These Terms, together with any amendments and any additional agreements you may enter into with Overture in connection with the Service, will constitute the entire agreement between you and Overture concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.          

No waiver of any sections of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Overture’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contact information
Overture BVBA
Address: Duwijckstraat 17, Lier, Belgium
Email: info@overture.ai