Updated February 8, 2023

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and OverQuota Inc. ("Company", “we”, “us”, or “our”), concerning your access to and use of the OverQuota website, application, and Services as well as any application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Here's what you're agreeing to by accessing or using OverQuota’s Site (collectively, the website, application, and Services (collectively "Site" and “OverQuota Service”):

The OverQuota Service is owned and operated by OverQuota Inc. ("OverQuota," "we"). These Terms of Service are a binding legal agreement between you and OverQuota regarding your use of the OverQuota Service (together with the Privacy Policy where applicable, the "Agreement"). If you do not accept these terms, do not use the OverQuota Service. We reserve the right to modify or replace these Terms of Service at any time and in our sole discretion. When we do, we will update the last revised date at the top of this Agreement. Any changes will be effective immediately upon posting the revised version (or such later effective date as may be indicated at the top of the revised Terms of Service). It is your responsibility to regularly check the OverQuota website to determine if there have been changes. Your continued use of the OverQuota Service following the posting of any changes to the Terms of Service will constitute your acceptance of any such changes. If you do not agree to the changes, you must stop using the OverQuotaService.

Your Responsibilities

OverQuota allows you to use its service on a limited, revocable basis. You are prohibited from using the service in the following ways without obtaining written permission from OverQuota first: (i) reusing or scraping its data for use on another website or service, (ii) bypassing any controls or limitations placed on your access to OverQuota or its information, (iii) using bots, scrapers, or other automated methods to access, slow down, or disable the service, (iv) integrating any part of the service into another website or service, and (v) taking any action that may cause an excessive or disproportionate burden on the service (determined at our discretion).

Intellectual Property

Unless otherwise indicated, the OverQuota Service and Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use OverQuota Services and Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

All other trademarks, product names, and company logos mentioned on the OverQuota website are the property of their respective owners. It should be noted that mentioning any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or any other means, does not indicate endorsement, sponsorship, or recommendation by OverQuota or vice versa.

User Representations

By using the OverQuota Service and Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms and Conditions; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Fees and Payment

We accept the following forms of payment:

• Visa
• Mastercard
• Discover
• American Express
• ACH

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the OverQuota Services and Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing system. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

Beta Release Services

According to these Terms of Service, OverQuota may provide access to beta and other pre-release services, related materials, and information (referred to as "Beta Release Services") for the purpose of receiving feedback on their quality and usability. The use of the Beta Release Services is strictly limited to testing and evaluation in connection with the OverQuota Service and cannot be used for commercial purposes. OverQuota is not obligated to provide maintenance, technical, or other support for the Beta Release Services during your participation. Additionally, you acknowledge there is no guarantee that a commercial version of the Beta-Release Services will be made available in the future and it may differ in features or functionality from the Beta-Release Services.

Disclaimer of Warranties

The OverQuota Service and any beta-release services are provided as is without any warranty or guarantee. This means that we do not guarantee the quality, quantity, completeness, accuracy, availability, or speed of the services or the information displayed. OverQuota, its licensors and suppliers disclaim all warranties, expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. OverQuota also disallows any warranties or conditions that the service or any email sent from OverQuota is free from viruses or other harmful components. No information or advice obtained from OverQuota will create any warranty not explicitly stated in these terms. In jurisdictions where disclaimer of warranties is not allowed, the above disclaimers shall apply to the fullest extent permitted by law.OverQuota services and the Site are provided on an as-is and as-available basis. You agree that your use of OverQuota will be at your own sole risk.

Submissions and Feedback

From time to time OverQuota will ask for feedback on the Services. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Limitation of Liability

In exchange for OverQuota's provision of the OverQuota Service, you agree to limit OverQuota's liability. This means that in no event will OverQuota or our Directors, Employees, or Agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from you use of OverQuota Services or Site, even if we have been advised of the possibility of such damages. OverQuota is not to be held liable for any claims related to your use or inability to use the OverQuota Service, regardless of the theory behind the claim, including but not limited to negligence, contract, tort, strict liability, or otherwise. This limitation of liability applies to, but is not limited to, claims for: (1) direct, indirect, special, incidental, consequential, or exemplary damages, such as damages for loss of profits, goodwill, or other intangible losses (even if OverQuota or any supplier or licensor was advised of the possibility of these damages), (2) the cost of procuring substitute products or services, (3) interruption of use or loss or corruption of data, or (4) any amounts paid by you to any of OverQuota's business partners, including but not limited to our data providers and the sites we link to. The maximum amount of liability that OverQuota will owe you is limited to the total amount you have paid to OverQuota.

This limitation of liability also applies to damages incurred from services or products received through the OverQuota Service, or through advertising on the OverQuota Service, or from services, products, or advice received through any links provided in the OverQuota Service. The inclusion, reception, offering, or advertising of any services or products through or on the OverQuota Service does not imply endorsement or recommendation of such services or products by OverQuota.

Each provision in these terms is separate and separate from all other provisions. The limitations in this section will still apply even if any limited remedy fails to achieve its intended purpose. However, this shall not apply to the extent prohibited by relevant law.

The OverQuota Service is operated and provided by OverQuota Inc. based in the United States. OverQuota does not guarantee that the OverQuota Service is suitable or accessible for use in other locations. People who access or use the OverQuota Service from other regions do so voluntarily and are responsible for compliance with local laws.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the OverQuota Services or Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User Data

OverQuota will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Third Party Content and Services

The OverQuota Service may have links to third-party products, services, and websites. OverQuota does not have control over these third-party entities and is not responsible for their performance, terms, privacy, data security, or other practices, as well as their content and advertising materials they may provide to you. Using these third-party services is at your own risk and the relationships with these third-party services are governed by their own terms of service, not the OverQuota Service's Terms of Service. OverQuota is not accountable for the privacy, data security, or other practices of these third-party entities, nor is it responsible for their content, advertising, or other materials they may provide to you.

Changes to the OverQuota Service

The OverQuota service is still in development and may undergo changes, including modification, temporary or permanent restriction, or discontinuation, without notice. We reserve the right to make these changes for any reason or no reason, and to terminate your license and block your access to the service without notice. Neither we nor our suppliers or licensors will be held responsible for any changes made to the OverQuota service.

Privacy Policy

We may collect information about you through the OverQuota Service. Our collection and use of this information is described in the OverQuota Privacy Policy. Our Privacy Policy is incorporated into these Terms of Service.

Ability to Accept Terms of Service

You affirm that you are either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. OverQuota is not intended for or directed to persons under the age of 13. Any person who provides their information to OverQuota through any part of the OverQuota Service represents to OverQuota that he or she is 13 years of age or older. If you are under the age of 13, then please do not use the OverQuota Service.

Termination

These Terms of Service will continue to apply to you until either you or OverQuota terminates this Agreement. You may terminate this Agreement in accordance with the terms of your license agreement by sending a 30 day written notice confirming such termination to OverQuota by email at support@overquota.ai.

OverQuota reserves the right to suspend or terminate your access to the OverQuota Service and this agreement at any time, with or without prior notice, for reasons such as a breach of any provision in the Terms of Use, unauthorized use of the service, cessation of service in your jurisdiction, or any other reasonable circumstances determined by OverQuota. Certain provisions, such as those related to responsibilities, intellectual property, disclaimer of warranties, liability limitations, payments, privacy policy, integration, severability, governing law, and arbitration, will remain in effect even after termination. In the event of termination by either party or suspension of access by OverQuota, you agree that OverQuota will not be liable or responsible to you and will not offer any refund, except as provided in the Terms of Use, to the fullest extent permitted by law.

Integration and Severability

These Terms of Use, together with the OverQuota Privacy Policy (which is hereby incorporated by this reference), constitute the entire agreement between you and OverQuota with respect to your use of the OverQuota Service, and supersede any prior agreement between you and OverQuota. Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will therefore remain in full force and effect. Our failure or delay in enforcing any provision of this Agreement at any time does not waive our right to enforce the same or any other provision(s) of the Agreement in the future. OverQuota reserves any rights not expressly granted herein.

Governing Law

This Agreement, and all legal issues arising from or related to the OverQuota Service, shall be governed by and construed in accordance with the laws of the State of Arizona without regard to that state's conflict of law provisions.

Arbitration

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least forty five (45) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Beyond the forty-five day negotiations period, disputes between you and OverQuota will be resolved by BINDING ARBITRATION as described in more detail in the Arbitration Agreement included below. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this agreement (except for matters that may be taken to small claims court).

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than they would be in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by courts or judges.

Arbitration Agreement

You and OverQuota agree that any dispute, claim or controversy arising out of or relating in any way to the OverQuota Service, our website or user interfaces, or these Terms of Use shall be determined by binding arbitration instead of in courts of general jurisdiction. You and OverQuota agree that this arbitration agreement extends to the determination of the scope or applicability of this agreement to arbitrate.

You agree that, by entering into this Agreement, you and OverQuota are each waiving the right to a trial by jury or to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement and the termination of your use of the OverQuota Service.

Copyright © 2023 OverQuota Inc. All rights reserved.