Terms of use

Effective date: 2024-02-09

Welcome to Overmind’s website. Please read on to learn the rules and restrictions that govern your use of our website. If you have any questions, comments, or concerns regarding these terms or our website, please contact us at:

Email: engineering@overmind.tech

Address: 4 Sunlight Square, London, E2 6LD, United Kingdom

These Terms of Use (the “Terms”) are a binding contract between you and OVERMIND TECHNOLOGY INC. (“Overmind”, “we” and “us”). Your use of our website in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use our website. These Terms include the provisions in this document as well as those in the Privacy Policy.

Please read these Terms carefully. They cover important information about our website. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR WEBSITE IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER:  EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US ARISING FROM THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

What do these Terms apply to?

These Terms apply only to your use of our website and not to our enterprise products and services. The terms applicable to use of our enterprise products and services are set forth in separate written agreements between us and the applicable enterprise customer, which may include the enterprise terms available at https://overmind.tech/info/enterprise-terms governing use of our free and self-service “pay-as-you-go” service plans.

Will these Terms ever change?

We are constantly trying to improve our website, so these Terms may need to change along with our website. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.overmind.tech/, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use our website. If you use our website in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Overmind takes the privacy of its users very seriously. For the current Overmind Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use our website or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at engineering@overmind.tech.

What are the basics of using the website?

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use our website and have gotten your parent or guardian to agree to these Terms on your behalf).

You will only use our website in a manner that complies with all laws that apply to you. If your use of our website is prohibited by applicable laws, then you aren’t authorized to use our website. We can’t and won’t be responsible for your using our website in a way that breaks the law.

What about messaging?

As part of our website, you may receive communications from us, including messages that we send you from time to time (for example, via email).

Are there restrictions in how I can use the website?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to our website, or otherwise use or interact with our website, in a manner that:

  1. infringes or violates the intellectual property rights or any other rights of anyone else (including Overmind);
  2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Overmind;
  3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. attempts, in any manner, to obtain security information from any other user;
  5. violates the security of any computer network, or cracks any passwords or security encryption codes;
  6. runs Maillist, Listserv, any form of auto-responder or “spam” on our website, or that otherwise interfere with the proper working of our website (including by placing an unreasonable load on the website’s infrastructure);
  7. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our website or Content (through use of manual or automated means);
  8. copies or stores any significant portion of the Content; or
  9. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our website.

A violation of any of the foregoing is grounds for termination of your right to use or access our website.

What are my rights in the website?

The materials displayed or performed or available on or through our website, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through our website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Overmind's) rights.

Subject to these Terms, we grant each user of our website a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using our website. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using our website is expressly prohibited without prior written permission from us. You understand that Overmind owns our website. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of our website. Our website may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Arbitration Agreement.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Overmind and limits the manner in which you can seek relief from Overmind. Both you and Overmind acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Overmind’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Overmind will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Overmind will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Overmind may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND OVERMIND WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Overmind are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Overmind over whether to vacate or enforce an arbitration award, YOU AND OVERMIND WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Overmind is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address:  4 Sunlight Square, London, E2 6LD, United Kingdom postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Overmind to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Overmind agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Overmind.

What else do I need to know?

Warranty Disclaimer. Neither Overmind nor its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, or any of their respective successors and assigns (Overmind and all such parties together, the “Overmind Parties”) make any representations or warranties concerning our website or any subject matter hereof , including without limitation regarding any content, services or products contained in or accessed through our website. OVERMIND FOR ITSELF AND THE OVERMIND PARTIES DISCLAIMS ALL WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE OVERMIND PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Overmind's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Overmind agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Overmind, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Overmind, and you do not have any authority of any kind to bind Overmind in any respect whatsoever.

You and Overmind agree there are no third-party beneficiaries intended under these Terms.