THIS TERMS OF USE AGREEMENT (the “Agreement”) This Agreement constitutes a legally binding agreement between Overly Creative, LLC and the client, whether personally or on behalf of an entity, regarding access and use of Overly Creative's website and any other related media forms, channels, mobile websites or mobile applications. If the client does not agree to and adhere to all of the terms, conditions, and obligations in this Agreement, their use of the website is prohibited and they must discontinue use immediately. Any obligations of the client to pay Overly Creative for services rendered will remain in effect.
1. Intellectual Property Rights
Unless otherwise stated, the Website is the property of Overly Creative and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics, regardless of format (collectively or individually referred to as "Content"), and the trademarks, service marks, and logos contained within (referred to as "Marks") are owned and controlled by Overly Creative and are protected by copyright and trademark laws and any other applicable intellectual property laws or regulations of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided "As-Is" for your information and personal use only. Without Overly Creative's express prior written permission, you are not allowed to copy, reproduce, aggregate, republish, upload, post, display, encode, translate, transmit, distribute, sell, license, or otherwise exploit the Website, Content, or Marks for any commercial purpose. Overly Creative reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Despite Overly Creative's ownership of Submissions, as described in paragraph 4, all design and original source files created on the client's behalf (referred to as "Projects") belong to the client and the client shall be the sole owner of the copyright for all Projects. In the event that any legal operation would cause Overly Creative to become the owner of a Project, instead of the client, Overly Creative irrevocably and permanently assigns its entire interest in the Project to the client, without limitation. The client warrants that any and all materials provided to Overly Creative as examples or as material to be incorporated into a project during the design process are owned by the client and do not infringe on or misappropriate any third party's rights, including but not limited to, all intellectual property rights and any right of publicity. Overly Creative reserves the right to share the client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by Overly Creative and require a commercial license in order for the client to legally reproduce, distribute, or publicly display the Project (referred to as "Third-Party Fonts"), Overly Creative will inform the client in writing that one or more Third-Party Fonts have been incorporated into the Project and that the client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) in order to legally reproduce, distribute, or publicly display the Project. This notice will include enough information for the client to identify which licenses are required and who to contact in order to purchase said licenses. As long as Overly Creative has informed the client of the incorporation of Third-Party Fonts as described above, the client assumes full responsibility for any consequences as a result of a failure by the client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. User Representations
By using the Website, the client confirms that:They have the legal authority to agree to these terms of use; They are of legal age in their jurisdiction of residence;They will not access the Website through automated or non-human means; They will not use the Website for any illegal or unauthorized purpose;Their use of the Website will comply with all applicable laws and regulations.
5. Prohibited Activities
The client agrees to use the Website only for the purpose it is intended for. The Website may not be used for any commercial endeavors except those related to the work performed by Overly Creative on behalf of the client. Additionally, the client agrees not to:Make unauthorized use of the Website;Retrieve data or content to create or compile a database or directory;Bypass security features on the Website;Use unauthorized framing or linking of the Website;Trick, defraud or mislead Overly Creative or other users;Interfere with, disrupt, or create an undue burden on the Website or Overly Creative's networks or servers;Compete with Overly Creative using the Website;Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Overly Creative's employees, independent contractors or agents providing services through the Website;Delete the copyright or other rights notice from any Content;Copy or adapt the Website's software;Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party's use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm Overly Creative;Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
6. Client Feedback
The client agrees to use the Website only for the purpose it is intended for. The Website may not be used for any commercial endeavors except those related to the work performed by Overly Creative on behalf of the client. Additionally, the client agrees not to: Make unauthorized use of the Website; Retrieve data or content to create or compile a database or directory; Bypass security features on the Website; Use unauthorized framing or linking of the Website; Trick, defraud or mislead Overly Creative or other users; Interfere with, disrupt, or create an undue burden on the Website or Overly Creative's networks or servers; Compete with Overly Creative using the Website; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any of Overly Creative's employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website's software; Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party's use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm Overly Creative; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
7. Management and Oversight
The client agrees to use the Website only for the purpose it is intended for. The Website may not be used for any commercial endeavors except those related to the work performed by Overly Creative on behalf of the client. Additionally, the client agrees not to: Make unauthorized use of the Website; Retrieve data or content to create or compile a database or directory; Bypass security features on the Website; Use unauthorized framing or linking of the Website; Trick, defraud or mislead Overly Creative or other users; Interfere with, disrupt, or create an undue burden on the Website or Overly Creative's networks or servers; Compete with Overly Creative using the Website; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any of Overly Creative's employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website's software; Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party's use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm Overly Creative; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
8. Privacy Policy
By using the Website, the client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Accessing the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations that differ from those of the United States which govern personal data collection, use or disclosure. The client’s continued use of the Website and transfer of data to the United States constitutes express consent of the client to the transfer and processing of data in the United States. Overly Creative does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Overly Creative without parental consent, Overly Creative shall delete that information as soon as reasonably practical.
9. Returns and Refunds
Overly Creative reserves the right to deny refunds based on its own discretion and without notice or liability to the client. Refund requests are assessed on a case by case basis. Should the client request a refund during the first month of use, all materials produced by Overly Creative are the property of the company and are prohibited from being used by the client in any way. Overly Creative reserves the right to take appropriate legal actions against the client for breach of this paragraph.
10. Modification
Overly Creative reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Overly Creative reserves the right to modify or discontinue all or part of the Website without notice and without liability to the client.
11. Connection Interruptions
Overly Creative does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Overly Creative’s control. The client agrees that Overly Creative shall not be liable to the client for any loss, damage or inconvenience caused by the client’s inability to access or use the Website during any interruption in the connection or service.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflict of law principles.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of Washington County, Maryland or in the United States District Court for the District of Maryland. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.
14. Disclaimer
The Website is provided on an "as-is" and "as-available" basis. The user acknowledges that their use of the Website and its services is at their own risk. Overly Creative disclaims all warranties, expressed or implied, regarding the Website and its use, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Overly Creative does not guarantee or warrant the accuracy, completeness, or reliability of any content on the Website, linked websites, or any other materials provided on the Website. The company shall not be held liable for any errors, inaccuracies, personal injury, property damage, unauthorized access to secure servers, or any other loss or damage resulting from the use of the Website. Overly Creative shall not be responsible for any third-party products or services advertised or offered on the Website.
15. Limitations of Liability and Indemnification
Overly Creative, including its directors, employees, agents, and partners, shall not be held liable for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profits, lost revenue, lost data, attorney's fees, court costs, fines, or other damages resulting from the use of the Website. The user agrees to defend, indemnify, and hold harmless Overly Creative and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from any claims, damages, liabilities, and expenses, including reasonable attorney's fees and expenses, arising from the use of the Website, breach of these terms, violation of rights of any third party, or any other actions by the user. Overly Creative reserves the right to assume control and defense of any matter for which the user is required to indemnify the company.
16. User Data
The client is fully responsible for any and all data related to their activity on the Website. Overly Creative shall not be held liable for any loss or damage to this data and the client waives any legal action against Overly Creative for such loss or damage.
17. Electronic Communications, Transactions, and Signatures
The client consents to receive electronic communications from Overly Creative and agrees that any agreements, notices, disclosures, and other communications sent via email or through the Website are legally binding. The client also agrees to the use of electronic signatures, contracts, orders, and records, as well as electronic delivery of notices, policies, and records of transactions initiated or completed by Overly Creative or through the Website. The client waives any rights or requirements under any laws that require an original signature or delivery of non-electronic records or payments through means other than electronic.
18. Showcasing Design Work
Overly Creative reserves the right to share design work on digital channels such as social media, the website, etc. unless otherwise agreed upon. The client may request a non-disclosure agreement (NDA) with Overly Creative, which would void Overly Creative's right to share or discuss the client's work publicly.
19. Referrals
Referral tracking and payouts are managed through our third-party partner, Rewardful.com.
20. Miscellaneous
These Terms of Use, along with any policies posted on the Website, constitute the entire agreement between the client and Overly Creative. If Overly Creative fails to enforce any right or provision of these Terms of Use, it shall not be considered a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be illegal, void, or unenforceable, that provision shall be severed from these Terms of Use, but it shall not affect the validity or enforceability of the remaining provisions. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed as forming a joint venture, partnership, employment, or agency relationship between the client and Overly Creative.
Contact InformationFor any questions or complaints about the Website, please contact Overly Creative at: info@overlycreative.io.