Last updated: April, 2024
(a) Welcome to Overplay (the “Platform”), which is provided by Overplay Games,Inc., a corporation organized under the laws of Delaware (“Overplay”, “we”, “us” or“our”). By accessing or using the Platform and our related services, applications, products and content (collectively, the “Service”), you are signifying your agreement to(1) these terms of service (these "Terms"), (2) the Overplay Privacy Policy, (3) the Overplay Intellectual Property Policy, and (4) the Overplay Community Guidelines (collectively, this “Agreement”). Please read this Agreement carefully and make sure you understand it. If you do not understand this Agreement, or do not accept any part of it, then you may not use the Service.
(b) We reserve the right to amend this Agreement at any time and without notice. Although we may attempt to notify you when changes are made to this Agreement, it isyour responsibility to review this Agreement for any changes. Your use of the Service following any amendment of this Agreement will signify your assent to and acceptanceof its revised terms.
(a) You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competentto enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as the Service is not intendedfor children under 13. If you are under 13 years of age, then please do not use the Service.
(b) If you are accessing or using the Service on behalf of a business or entity, then(1) “you” and “your” includes you and that business or entity, (2) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf, and (3) your business or entity is legally responsible for your accessor use of the Service as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.
(a) In order to access and use the Service, you must create an account with us. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.
(b) You must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your account. You agree that you are solely responsible (to us and to others) for the activity that occurs under your account.
(c) You may never use another's account without permission.
(d) We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of this Agreement, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Service or infringe or violate any third party rights, or violate any applicable laws or regulations.
(a) Your access to and use of the Service is subject to this Agreement and all applicable laws and regulations. You may not:
(i) access or use the Service if you are not fully able and legally competent to agree to this Agreement or are authorized to use the Service by your parent or legal guardian;
(ii) make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Service or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Service or any derivative works thereof;
(iii) distribute, license, transfer, or sell, in whole or in part, the Service or any portion thereof or any derivative works thereof;
(iv) market, rent or lease the Service for a fee or charge, or use the Service to advertise or perform any commercial solicitation;
(v) use the Service, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
(vi) interfere with or attempt to interfere with the proper working of the Service, disrupt any networks connected to the Service, or bypass any measures we may use to prevent or restrict access to the Service;
(vii) incorporate the Service or any portion thereof into any other program or product;
(viii) use automated scripts to collect information from or otherwise interact with the Service;
(ix) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content that you upload, post, transmit, distribute, or otherwise make available in any way (collectively, “Post”), emanates from the Service;
(x) intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(xi) use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service, such as trading reviews with other users or writing or soliciting fake reviews;
(xii) use the Service to Post files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
(xiii) use the Service to Post any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
(xiv) use the Service to Post any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., National Insurance numbers, passport numbers) or credit card numbers;
(xv) use the Service to Post any material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person;
(xvi) use the Service to Post any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
(xvii) use the Service to Post any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
(xviii) use the Service to Post any material that contains a threat of any kind, including threats of physical violence;
(xix) use the Service to Post any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality; or
(xx) use the Service to Post any material that, in the sole judgment of Overplay, is objectionable or which restricts or inhibits any other person from using the Service, or which may expose Overplay, the Service or its users to any harm or liability of any type.
In addition to the above, your access to and use of the Service must, at all times, be compliant with our Community Guidelines.
(b) We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of this Agreement, or otherwise harmful to the Service or our users.
We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Service, you agree to the terms of our Intellectual Property Policy.
(a) As between you and Overplay, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Service, and all intellectual property rights related thereto (the “Overplay Content”), are either owned or licensed by Overplay, it being understood that you or your licensors will own any User Content (as defined below) that you upload or transmit through the Service. Use of the Overplay Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
(b) You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Service, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions and usage data, and except as specifically permitted by us in this Agreement or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in this Agreement or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from any User Content (defined below) or your use of any works or recordings of any nature made available to you on or through the Service, including in any User Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Service or on any third party service.
(c) Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Service and the Overplay Content solely for your personal, non-commercial use through your use of the Service and solely in compliance with this Agreement. Overplay reserves all rights not expressly granted herein in the Service and the Overplay Content. You acknowledge and agree that Overplay may terminate this license at any time for any reason or no reason.
(d) We make no representations, warranties or guarantees, whether express or implied, of any kind with respect to any Overplay Content or User Content. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you or other users on the Service (including User Content). You further acknowledge that we accept no liability in respect of any content submitted by users and published by us.
(a) The Service enables users to upload or otherwise make available, through the Service, audio-visual recordings onto which gaming elements or features have been, or may be, overlaid (“User Content”). User Content may also include other types of content, such as text, photographs, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from a user’s personal music library and ambient noise. The Service may include functionality that permits users to also extract all or any portion of User Content created by another user to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one user. The Service may also enable Users of the Service to overlay graphics, stickers and other elements provided by Overplay (“Overplay Elements”) onto this User Content and upload this User Content to the Service.
(b) Whenever you access or use a feature that allows you to upload or transmit User Content through the Service, or to make contact with other users of the Service, you must comply with the standards set out at “Your Access to and Use of Our Services” above. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
(c) When you submit User Content through the Service, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Service and/or adopt any third party content. If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Service unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Service.
(d) Any User Content will be considered non-confidential. You must not post any User Content on or through the Service or transmit to us any User Content that you consider to be confidential.
(e) You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Service, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Service and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.
(f) You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
(g) For the avoidance of doubt, the rights granted in the preceding paragraphs of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
(h) By posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service. We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.
(i) We have the right to refuse to publish, remove, disallow, block or delete any posting you make on our Services, in our sole discretion, Further, we reserve the right to cut, crop, edit your content, in our sole discretion. Our exercise of these rights shall be without any liability to you, and may be with or without notice to you.
(j) You control whether your User Content is made publicly available on the Service to all other users of the Service or only available to people you approve. To restrict access to your User Content, you should select the privacy setting available within the Service.
(a) We pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:
(i) Overplay has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
(ii) Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
(iii) You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform, communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Overplay, its Affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.
OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND OVERPLAY DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.
(a) IN NO EVENT WILL OVERPLAY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GODWILL, OR ANY OTHER INTANGIBLE LOSS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OVERPLAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) OVERPLAY AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO USD $500.
(c) THE FOREGOING EXCLUSIONS FROM AND LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service may contain links to third-party websites and online services that are not owned or controlled by Overplay. Overplay has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.
(a) We reserve the right at any time and in our sole discretion to modify or discontinue, temporarily or permanently, the Service or any part thereof, with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of any part of the Service.
(b) References to Overplay’s “Affiliates” in this Agreement means the other companies within the Overplay Games, Inc. corporate group (now or in the future).
(c) Some software used in our Services may be offered under an open-source license that we make available to you. There may be provisions in an open-source license that expressly override some of these terms, so please be sure to read those licenses.
(d) This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from the Service shall be litigated exclusively in the federal or state courts located in New York City, New York. You and Overplay consent to personal jurisdiction in those courts.
(e) This Agreement, together with any other policies and legal notices published by us regarding the Service, shall constitute the entire agreement between you and us concerning the Service.
(f) This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
(g) If any provision of this Agreement 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.
(h) No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
(i) Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
(j) In the event of termination of this Agreement, the rights and duties of Overplay and you to each other will terminate except that any part of this Agreement, which by its nature should survive termination, will survive, including Sections 7 through 11, inclusive.
(k) YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You can reach us at: info@overplay.com; or write us at Overplay Games, Inc.: 124 Allen Street, #5C, New York, NY 10002, USA